FORM 10-K
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2002.
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________to_________________________
Commission File Number 333-83815
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Caithness Coso Funding Corp.
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(Exact name of registrant as specified in its charter)
Delaware 94-3328762
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Coso Finance Partners California 68-0133679
Coso Energy Developers California 94-3071296
Coso Power Developers California 94-3102796
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(Exact names of Registrants as (State or other jurisdiction (IRS Employer
specified in their characters) of incorporation) Identification No.)
565 Fifth Avenue, 29th Floor, New York, New York 10017-2478
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 921-9099
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Securities registered pursuant to Section 12(g) of the Act:
9.05% Series B Senior Secured Notes Due 2009
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The Registrant's Common Stock is not traded in a public market.
Aggregate market value of the voting stock held by non-affiliates
of the registrant:
Not applicable
Documents Incorporated by Reference
Not applicable
CAITHNESS COSO FUNDING CORP.
ANNUAL REPORT ON FORM 10-K
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
Part I Page
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Item 1. Business 1
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Part II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters (Not applicable) 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 23
Item 8. Financial Statements and Supplementary Data 24
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 25
Part III
Item 10. Directors and Executive Officers of the Registrants 25
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners and
Management (Not applicable) 27
Item 13. Certain Relationships and Related Transactions 29
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 31
Part I
Item 1. Business.
The Coso Projects
The Coso projects consist of three 80 MW geothermal power plants, called
Navy I, BLM and Navy II, certain transmission lines, wells, gathering system and
other related facilities. The Coso projects are located near one another in the
Mojave Desert approximately 150 miles northeast of Los Angeles, California, and
have been generating electricity since the late 1980s. Unlike fossil fuel-fired
power plants, the Coso projects' power plants use geothermal energy derived from
the natural heat of the earth's interior to generate electricity.
Coso Finance Partners (The Navy I partnership) owns Navy I and its related
facilities, Coso Energy Developers (the BLM partnership) owns BLM and its
related facilities and Coso Power Developers (the Navy II partnership) owns Navy
II and its related facilities (collectively, the Coso partnerships). The Coso
partnerships and their affiliates own the exclusive right to explore, develop
and use, currently without any known interference from any other power
developers, a portion of the Coso Known Geothermal Resource Area.
The geothermal power plants, each of which has three separate turbine
generator units, have consistently operated above their nominal capacities, and
the combined average capacity factor for the plants has been at least 100% or
more historically.
The Coso partnerships sell 100% of the electrical energy generated at the
plants to Southern California Edison (Edison) under three long-term Standard
Offer No. 4 power purchase agreements. Each power purchase agreement expires
after the last maturity date of the senior secured notes. (Edison is one of the
largest investor-owned electric utilities in the United States.) Under the power
purchase agreements, the Coso partnerships receive the following payments:
* Capacity payments for being able to produce electricity at certain
levels. Capacity payments are fixed throughout the lives of the power
purchase agreements;
* Capacity bonus payments if they are able to produce electricity above
a specified, higher level. The maximum capacity bonus payment
available is also fixed throughout the lives of the power purchase
agreements; and
* Energy payments based on the amount of electricity their respective
plants actually produce.
Energy payments were fixed for the first ten years of firm operation under
the power purchase agreements. Firm operation was achieved for each Coso
partnership when Edison and that Coso partnership under its power purchase
agreement agreed that each generating unit at a plant was a reliable source of
generation and could reasonably be expected to operate continuously at its
effective rating. After the first ten years of firm operation and until its
power purchase agreement expires, Edison is required to make energy payments to
the Coso partnership based on its avoided cost of energy. Edison's avoided cost
of energy is Edison's cost to generate electricity if Edison were to produce it
itself or buy it from another power producer rather than buy it from the
relevant Coso partnership. Future energy payments required to be paid by Edison
to the Coso partnerships will most likely be less than historical energy
payments because they will be paid based on Edison's avoided cost of energy,
instead of the fixed payments paid during the first ten years. The fixed energy
price period expired in August 1997 for the Navy I partnership, in March 1999
for the BLM partnership, and in January 2000 for the Navy II partnership. The
Edison power purchase agreements will expire in August 2011 for the Navy I
partnership; in March 2019 for the BLM partnership; and in January 2010 for the
Navy II partnership.
1
Edison entered into an agreement (the "Agreement") with the Coso
partnerships on June 19, 2001 that addressed renewable energy pricing and issues
concerning California's energy crisis. The Agreement, which was amended on
November 30, 2001, established May 1, 2002 as the date the Coso partnerships
began receiving a fixed energy rate of 5.37 cents per kWh for five (5) years.
Subsequent to the five year period, Edison will be required to make energy
payments to the Coso partnerships based on its avoided cost of energy until each
partnership's power purchase agreement expires.
AB1890 Energy Subsidy Payments
In addition to receiving payments under the power purchase agreements, the
Coso partnerships historically qualified for subsidy payments from a special
purpose state fund established under California Legislature AB1890 (AB1890). The
California Energy Commission administered the fund. AB1890, as amended,
provided, in part, for subsidy payments from 1998 through 2001 to power
generators using renewable sources of energy, including geothermal energy, and
who were being paid based on the avoided cost of energy. The funds were
distributed in the form of a production incentive payment that subsidizes
renewable energy producers when prices paid for their electricity were below
certain pre-determined target prices. Under AB1890, the Navy I partnership, the
BLM partnership and the Navy II partnership received subsidy payments for energy
delivered to Edison by the respective Coso partnership, if Edison's avoided cost
of energy fell below 3.0 cents per kWh. This subsidy payment was capped at 1.0
cent per kWh.
Purchase of CalEnergy Interests
On February 25, 1999, Caithness Acquisition Company, LLC (CAC), a wholly
owned subsidiary of Caithness Energy, LLC, (Caithness Energy) purchased all of
the interests in the Coso projects that were owned by CalEnergy Company Inc.
(CalEnergy), which is now known as MidAmerican Energy Holdings Company. The
purchase price consisted of $205.0 million in cash, plus the assumption of
CalEnergy's and its affiliates' share of debt outstanding on the Coso projects
which then totaled approximately $67.0 million. In order to complete the
purchase, CAC arranged for short-term debt financing in the principal amount of
approximately $211.5 million. CAC used a portion of the proceeds from the Series
A note offering that it received from the Coso partnerships, together with funds
from other sources, to repay all of this short-term borrowing.
Operating Strategy
The Coso partnerships seek to maximize their cash flow at the Coso projects
through active management of their cost structure and the geothermal resource.
After CAC'S purchase of all of CalEnergy's interests in the Coso projects, the
Coso partnerships retained Coso Operating Company, (COC) which is an affiliate,
to maintain all three plants, the transmission lines and the geothermal
resource, including well drilling. As a result of the change in operators and
restructuring of operator fees, the aggregate annual fees paid by the Coso
partnerships for such maintenance has been reduced significantly. Payments of
operator fees are subordinated to all payments made under the senior secured
notes. CAC, which purchased the managing partners' interest in the Coso
partnerships, has caused any management fees payable by each Coso partnership to
its partners to be subordinated to payments made under the senior secured notes.
The Coso projects qualify as Small Power Qualifying Facilities (QF) under
the Public Utility Regulatory Policies Act (PURPA) and the rules and regulations
promulgated under PURPA by the Federal Energy Regulatory Commission (FERC).
PURPA exempts the Coso projects from certain federal and state regulations. The
Coso projects must continue to satisfy certain ownership and fuel-use standards
to maintain their QF status. Since their inception, the Coso projects have
satisfied these standards and expect that they will continue to do so in the
future.
2
The Sponsor
Caithness Energy, the principal operating subsidiary of Caithness
Corporation, is a developer and owner of independent power projects and is the
sponsor of the Coso projects. Since 1966, the current owners of Caithness
Corporation have been involved in the development of long-term investment
opportunities involving natural resources. Caithness Corporation is one of the
two original sponsors of the Coso projects and formed Caithness Energy in 1995
to consolidate its ownership of independent power projects.
Caithness Energy believes that it is currently the second largest owner of
geothermal power projects in the United States, based on the total electrical
generating capacity of its power projects. Through its controlled affiliates,
Caithness Energy owns interests in six geothermal plants, including the Coso
projects, totaling 325 MW of generating capacity. Caithness Energy is also
seeking to develop additional natural gas power projects, and has interests in
other operating power generating facilities, including solar, wind and natural
gas, totaling an additional 696 MW of generating capacity.
Caithness Energy is headquartered in New York City and has additional
offices in California, Nevada, Colorado and Florida.
The Issuer
Caithness Coso Funding Corp. (Funding Corp.) is a special purpose
corporation and a wholly owned subsidiary of the Coso partnerships. It was
formed for the purpose of issuing the senior secured notes on behalf of the Coso
partnerships who have jointly, severally, and unconditionally guaranteed
repayment of the senior secured notes.
Funding Corp. has no material assets, other than the loans made to the Coso
partnerships, and does not conduct any business, other than issuing the senior
secured notes and making the loans to the Coso partnerships.
The Coso Known Geothermal Resource Area
The Coso projects are located in an area that has been designated as a
Known Geothermal Resources Area by the Bureau of Land Management pursuant to the
Geothermal Steam Act of 1970. The Bureau of Land Management designates an area
as a Known Geothermal Resource Area when it determines that a commercially
viable geothermal resource is likely to exist there. There are over 100 Known
Geothermal Resource Areas in the United States, most of which are located in the
western United States in tectonically active regions.
The Coso Known Geothermal Resource Area is located in Inyo County,
California, approximately 150 miles northeast of Los Angeles. The Coso
geothermal resource is a "liquid-dominated" hot water source contained within
the heterogeneous fractured granite rocks of the Coso Mountains. It is believed
the heat source for the Coso geothermal resource is a hot molten rock or "magma"
body located at a depth of six-to-seven miles beneath the surface of the field.
Geochemical studies indicate that the water in the Coso geothermal resource is
ancient water that has been there since the ice age or longer.
Steam Sharing Program
In 1994, the Coso partnerships entered into a Geothermal Exchange Agreement
which implemented a steam-sharing program among the Coso projects. The purpose
of the steam-sharing program is to enhance the management and optimize the
overall use of the Coso geothermal resource. Pursuant to the steam sharing
program, the Coso partnerships constructed an inter-project steam supply and
water injection system that links the three Coso projects and BLM North (see
page 5 BLM North) together via metered transfer lines through which the Coso
partnerships exchange steam and other geothermal resources with one another.
3
As part of the steam sharing program, the Coso partnerships plan to
conserve the geothermal resource whenever possible by, among other things,
transferring steam between and among the Coso projects and BLM North, rather
than drilling new wells at the Coso projects' sites prematurely, and expanding a
flexible field-wide water reinjection program. While the U.S. Navy and the
Bureau of Land Management have consented to the steam sharing program, each has
reserved the right, in its sole discretion, to withdraw its consent to such
transfers under certain circumstances.
In 2002, the Navy I partnership and the Navy II partnership incurred
aggregate royalties to the U.S Navy of approximately $1.6 million for steam
transferred by Navy I to Navy II and by Navy II to BLM under the steam sharing
program from geothermal resources located on the property on which Navy I or
Navy II, as the case may be, are situated. Of this amount, the Navy I and Navy
II partnerships each incurred approximately $0.8 million. The BLM partnership
reimbursed the Navy II partnership approximately $0.1 million of the royalties
incurred by the Navy II partnership. The BLM partnership incurs a royalty to the
U.S. Navy for electricity generated by BLM and sold to Edison for steam
transferred from U.S. Navy property.
Royalty and Revenue-Sharing Arrangements
The Coso partnerships are required to make royalty payments to, and are
subject to other revenue-sharing arrangements with, the U.S. Navy, the Bureau of
Land Management and certain other persons.
Navy I
The Navy I partnership pays a royalty for Unit I through reimbursement of
electricity supplied to the U.S. Navy by Edison from electricity generated at
the Navy I plant. The reimbursement is based on a pricing formula that is
included in the U.S. Navy Contract. This formula is primarily based on the
tariff rates charged by Edison, which was increased in 2001 by the California
Public Utilities Commission (CPUC), and is subject to future revision. Indices
utilized in the calculation of the Navy I partnership Unit 1 contract energy
pricing remained unchanged historically based on an agreement between the U.S.
Navy and the Navy I partnership. In October 2002 and November 2001,
modifications to the calculation of the reimbursement pricing formula were made
to the U.S. Navy Contract resulting in a reduction of accrued royalties of $1.3
million and $6.5 million, respectively, which was agreed to by the U.S. Navy.
The parties have currently agreed to a replacement index and true-up calculation
in favor of the Navy I partnership.
In addition, with respect to Unit 1 at Navy I, the Navy I partnership is
obligated to pay the U.S. Navy the sum of $25.0 million on or before December
31, 2009, the expiration date of the term of the U.S. Navy contract. Payment of
this obligation will be made from an established sinking fund to which the Navy
I partnership has been making payments since 1987.
For Units 2 and 3 at Navy I, the Navy I partnership's royalty expense is a
fixed percentage of its electricity sales to Edison. The royalty expense is
15.0% of revenues received by the Navy I partnership through 2003 and will
increase to 20.0% of revenues received from 2004 through 2009, the expiration
date of the U.S. Navy contract.
BLM
The BLM partnership pays royalties to the Bureau of Land Management under
the BLM lease. The royalty rate is 10% of the net value of the steam produced by
the BLM partnership. This royalty rate is fixed for the life of the BLM lease.
In addition to this royalty, the BLM partnership is obligated, in connection
with the assignment of the BLM lease to the BLM partnership, to pay a royalty of
5% based on the value of the steam produced to Coso Land Company, a general
partnership of which CAC and another affiliate of Caithness Energy are the
general partners. The royalty is subordinated to the payment of all the BLM
partnership's other royalties, all debt service and all operating costs of the
BLM partnership. No portion of the royalty accrued to Coso Land Company has been
paid to date.
4
BLM North
In December of 2000, the Bureau of Land Management allowed Coso Land
Company to assign each of the Coso partnerships an undivided one-third interest
in leases they had previously bought from the Los Angeles Department of Water
and Power (LADWP). The assignment required each Coso partnership to pay $8.00
per acre in additional rent to the Bureau of Land Management. When the leased
property commences to produce geothermal steam, the Coso partnerships will pay
monthly royalties under the LADWP leases of 10% of the value of steam produced,
5% of the value of any by-products, and 5% of the value of commercially
demineralized water. The Bureau of Land Management may establish minimum
production levels and reduce the foregoing royalties if necessary to encourage
greater recovery of leased resources.
Navy II
The Navy II partnership pays royalties to the U.S Navy under the U.S Navy
contract. The Navy II partnership's royalty expense is a fixed percentage of its
electricity sales to Edison. The royalty rate was 10.0% of electricity sales to
Edison through 1999, increased to 18.0% for 2000 through 2004 and will increase
to 20.0% from 2005 through the end of the Navy contract.
Operations and Maintenance
The operations and maintenance services for the Coso projects, including
the Navy I, BLM, and Navy II transmission lines, wells, gathering system, and
other related facilities, are performed by COC on behalf of the Coso
partnerships pursuant to the Operation and Maintenance agreements. COC is a
wholly owned subsidiary of CAC that was initially formed by CalEnergy to
facilitate the transfer of operational control of the Coso projects to a
Caithness Energy affiliate.
On February 26, 1999, CalEnergy ceased to be the operator of the Coso
projects, and FPL Energy Operating Services, Inc. (FPLEOSI), an indirect wholly
owned subsidiary of FPL Energy, Inc., assumed that role. An amended and restated
operation and maintenance agreement between FPLEOSI and the managing general
partners was implemented. Under that agreement, FPLEOSI became the plant
operator and under a separate operations and maintenance agreement COC was
responsible for maintenance of the geothermal resource. On October 17, 1999, the
operating agreement between FPLEOSI and the managing general partners was
terminated and COC became the sole operator of the plant and continued to
maintain the geothermal field.
Insurance
The Coso partnerships currently have property, business interruption,
catastrophe and general liability insurance. For the period February 25, 2002 to
February 24, 2003 the plants were insured up to their replacement cost for
general property damage and over $166.0 million in the aggregate for business
interruption, subject to a $250,000 deductible for property damage (and a
$500,000 deductible for the turbine generator sets), with a 60-day deductible
for business interruption (including machinery breakdown). Catastrophic
insurance (including earthquake and flood) was capped at $160.0 million for
property damage, subject to a minimum deductible of $2.5 million or 5.0% of the
loss. The deductible for flood damage is $250,000 for any one loss. Liability
insurance coverage was $53.0 million (occurrence based). Operators' extra
expense (control of well) insurance is $10.0 million per occurrence with a
$250,000 deductible.
5
Employees
Employees necessary for the operation of the Coso partnerships are provided
by COC, under their respective operation and maintenance agreements. COC
maintains a qualified technical staff covering a broad range of disciplines
including geology, geophysics, geochemistry, drilling technology, reservoir
engineering, plant engineering, construction management, maintenance services,
production management, electric power operation and certain accounting services.
As of December 31, 2002, COC employed 87 people to operate and maintain the Coso
projects.
Competition
The Coso partnerships sell all electrical energy generated at the plants to
Edison under three long-term Standard Offer No. 4 power purchase agreements. The
payments under these agreements have constituted 100% of the operating revenues
of each power plant since its inception.
Environmental and Regulatory Matters
The Coso partnerships are subject to environmental laws and regulations at
the federal, state and local levels in connection with the development,
ownership and operation of the Coso projects. These environmental laws and
regulations generally require that a wide variety of permits and governmental
approvals be obtained to construct and operate an energy-producing facility. The
facility must then operate in compliance with the terms of these permits and
approvals. If the Coso partnerships fail to operate their facilities in
compliance with applicable laws, permits and approvals, governmental agencies
could levy fines, curtail operations, or seek orders to cease operations.
The Coso partnerships believe they are in compliance in all material
respects with all environmental regulatory requirements applicable to the Coso
projects, and that maintaining compliance with current governmental requirements
will not require a material increase in capital expenditures or materially
adversely affect that Coso partnership's financial condition or results of
operations. It is possible, however, that future developments, such as more
stringent requirements of environmental laws and enforcement policies
thereunder, could affect capital and other costs at the Coso projects and the
manner in which the Coso partnerships conduct their business.
Financial Information
(in thousands)
Years Ended December 31,
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Navy I Partnership 2002 2001 2000
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Total Operating Revenue(g)(h) $ 92,065 $ 53,400 $ 52,419
Operating Income 58,689 24,218 23,295
Total Assets 195,072 193,114 198,409
6
Years Ended December 31,
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BLM Partnership 2002 2001 2000
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Total Operating Revenue(g)(h) $ 81,252 $ 44,041 $ 42,174
Operating Income 52,726 12,645 10,760
Total Assets 174,871 183,978 201,312
Years Ended December 31,
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Navy II Partnership 2002 2001 2000
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Total Operating Revenue(g)(h) $ 79,592 $ 36,389 $ 43,054
Operating Income 50,164 1,981 8,471
Total Assets 168,834 170,058 195,693
See Footnotes to Summary Selected Financial and Operating Data
Item 2. Properties
Plants
Navy I
Navy I and its steam resource are located on the United States Naval
Weapons Center at China Lake. In December of 2000, Navy I acquired an undivided
one-third interest in leases previously purchased from LADWP located on Bureau
of Land Management property. It commenced operations in 1987. Geothermal steam
for Navy I is produced using over 45 production and injection wells located
within a radius of approximately 3,000 feet of Navy I. Navy I consists of three
separate turbine generators, known as Units 1, 2 and 3, each with approximately
30 MW of electrical generating capacity. Navy I's steam gathering and piping
systems are cross-connected to Navy II via metered transfers to allow steam to
be transferred from wells located on the real property covered by the LADWP
leases to Navy I and between Navy I and Navy II, pursuant to the steam sharing
program. Unit 1 commenced firm operation in 1987, and Units 2 and 3 commenced
firm operation during 1988. Navy I has an aggregate gross electrical generating
capacity of approximately 90 MW, and operated at an average operating capacity
factor of 104.7% in 2002, 108.3% in 2001 and 111.8% in 2000, based on a stated
capacity of 80 MW.
BLM
BLM and its steam resource are located on Bureau of Land Management
property, within the boundaries of the United States Naval Weapons Center at
China Lake. In December of 2000, BLM acquired an undivided one-third interest in
leases previously purchased from LADWP which are also located on Bureau of Land
Management property. It commenced operations in 1989. BLM is comprised of
turbine generators located at two different power blocks: the BLM East site and
the BLM West site. The BLM East site is located approximately 1.3 miles east of
the BLM West site. Geothermal steam for BLM is produced using over 42 production
and injection wells located within a radius of approximately 4,000 feet from
either the BLM East or the BLM West site. BLM consists of three separate turbine
generators, known as Units 7, 8 and 9. Units 7 and 8 are located at the BLM East
site, each with a generating capacity of approximately 30 MW, while Unit 9 is
located at the BLM West site, with a generating capacity of approximately 30 MW.
All three units commenced firm operation during 1989. BLM's steam gathering and
piping systems are cross connected to Navy II via metered transfers to allow
steam to be transferred between Navy II and BLM pursuant to the steam sharing
program. BLM has an aggregate gross electrical generating capacity of
approximately 90 MW, and operated at an average operating capacity factor of
93.9% in 2002, 102.8% in 2001 and 109.4% in 2000, based on a stated capacity of
80 MW.
7
Navy II
Navy II and its steam resource are located on the United States Naval
Weapons Center at China Lake. In December of 2000, Navy II acquired an undivided
one-third interest in leases previously purchased from LADWP which are located
on Bureau of Land Management property. It commenced operations in 1989.
Geothermal steam for Navy II is produced using over 35 production and injection
wells located within a radius of approximately 6,000 feet of Navy II. Navy II
consists of three separate turbine generators, known as Units 4, 5 and 6, each
with approximately 30 MW of electrical generating capacity. All three Navy II
units commenced firm operation in 1990. Navy II's steam supply systems are
cross-connected to Navy I and BLM steam supply systems via metered transfers to
allow steam to be transferred between or among the plants pursuant to the steam
sharing program. Navy II has an aggregate gross electrical capacity of
approximately 90 MW, and operated at an average operating capacity factor of
100.4% in 2002, 104.9% in 2001 and 111.1% in 2000, based on a stated capacity of
80 MW.
Transmission Lines
The electricity generated by Navy I is conveyed over an approximately
28.8-mile 115 kilovolt ("kV") transmission line on the U.S. Navy and Bureau of
Land Management land that is connected to the Edison substation at Inyokern,
California. The Navy I partnership owns and uses this transmission line and its
related facilities. The electricity generated by BLM and Navy II is conveyed
over an approximately 28.8-mile 230 kV transmission line on U.S. Navy and Bureau
of Land Management land that is also connected to the Edison substation at
Inyokern, California. Coso Transmission Line Partners owns the BLM/Navy II
transmission line and related facilities.
Item 3. Legal Proceedings.
The Coso partnerships are currently parties to various items of litigation
relating to day-to-day operations. Management does not believe the outcome of
such proceedings will be material to the financial condition and results of
operations of the Coso partnerships, either individually or taken as a whole.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Not applicable.
Item 6. Selected Financial Data.
The selected fiscal year end financial data has been derived from the
audited financial statements of the Coso partnerships. The information contained
in the following tables should be read in conjunction with the audited financial
statements and notes thereto included elsewhere in this report.
8
Navy I Partnership
(Stand-alone)(a)
(In thousands, except ratio data)
Year Ended December 31,
-----------------------
2002(c) 2001(c) 2000(c) 1999(c) 1998
---- ---- ---- ---- ----
Statement of Operations Data:
Operating revenues(b)(g)(h)(i)......................... $ 92,065 $ 53,400 $ 52,419 $ 55,666 $ 53,153
Operating expenses..................................... (33,376) (29,182) (29,124) (32,129) (31,894)
-------- -------- -------- -------- --------
Operating income....................................... 58,689 24,218 23,295 23,537 21,259
Non-Operating income and (expense):
Interest expense....................................... (10,836) (11,732) (12,493) (11,573) (4,210)
Other expenses......................................... (315) (705) (520) (4,377) (1,046)
Interest and other income, net......................... 1,574 2,928 2,506 2,234 585
-------- -------- -------- -------- -------
Net income............................................. $ 49,112 $ 14,709 $ 12,788 $ 9,821 $ 16,588
====== ====== ====== ===== ======
Operating Data:
Operating capacity factor (d)(e)....................... 104.7% 108.3% 111.8% 95.4% 94.6%
kWh produced........................................... 733,877 758,890 785,624 668,388 662,560
See Footnotes to Summary Selected Financial and Operating Data
BLM Partnership
(Stand-alone)
(In thousands, except ratio data)
Year Ended December 31,
-----------------------
2002(c) 2001(c) 2000(c) 1999(c) 1998
---- ---- ---- ---- ----
Statement of Operations Data:
Operating revenues (b)(g)(h)(i)........................ $ 81,252 $ 44,041 $ 42,174 $ 49,877 $ 107,199
Operating expenses..................................... (28,526) (31,396) (31,414) (38,534) (44,687)
-------- -------- -------- -------- --------
Operating income....................................... 52,726 12,645 10,760 11,343 62,512
Non-Operating income and (expense):
Interest expense ...................................... (8,567) (8,958) (9,174) (8,725) (6,107)
Other expenses......................................... (255) (440) (318) (3,332) (1,113)
Interest and other income, net......................... 1,455 3,766 8,125 1,066 1,181
------- ------- ------- ------- -------
Net income............................................. $ 45,359 $ 7,013 $ 9,393 $ 352 $ 56,473
====== ===== ===== ====== ======
Operating Data:
Operating capacity factor (d)(e)....................... 93.9% 102.8% 109.4% 105.0% 104.4%
kWh produced........................................... 657,813 720,130 769,098 735,840 731,767
See Footnotes to Summary Selected Financial and Operating Data
9
Navy II Partnership
(Stand-alone)
(In thousands, except ratio data)
Year Ended December 31,
-----------------------
2002(c) 2001(c) 2000(c) 1999(c) 1998
---- ---- ---- ---- ----
Statement of Operations Data:
Operating revenues (b)(g)(h)(i)........................ $ 79,592 $ 36,389 $ 43,054 $ 113,746 $ 119,564
Operating expenses..................................... (29,428) (34,408) (34,583) (43,577) (41,120)
-------- -------- -------- -------- --------
Operating income....................................... 50,164 1,981 8,471 70,169 78,444
Non-Operating income and (expense):
Interest expense....................................... (7,538) (8,128) (9,130) (11,947) (7,918)
Other expenses......................................... (217) (1,119) (769) (4,191) (1,868)
Interest and other income, net......................... 894 2,883 2,868 2,174 1,799
------- ------- ------- -------- -------
Net income (loss)...................................... $ 43,303 $ (4,383) $ 1,440 $ 56,205 $ 70,457
====== ======= ======= ====== =======
Operating Data:
Operating capacity factor (d)(e)....................... 100.4% 104.9% 111.1% 112.0% 108.6%
kWh produced........................................... 703,920 735,210 780,709 785,772 760,659
See Footnotes to Summary Selected Financial and Operating Data
10
As of December 31,
------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Balance Sheet Data (in thousands):
- ----------------------------------
Navy I Partnership (stand-alone)(a)
Cash and cash equivalents............................. $ 4,215 $ 264 $ 3,506 $ 7,821 $ --
Restricted cash and advances.......................... 28,692 21,325 22,996 25,001 7,524
Property, plant and equipment, net.................... 136,313 140,437 149,076 153,879 180,189
Power purchase agreement, net......................... 9,945 11,093 12,240 13,388 --
Total assets.......................................... 195,072 193,114 198,409 218,192 202,266
Project loans:
Existing project debt, payable to
Coso Funding Corp................................ -- -- -- -- 40,566
Project notes (f)..................................... 110,955 122,550 134,984 151,550 --
Partners' capital..................................... 65,408 52,425 46,871 49,362 149,933
BLM Partnership (stand-alone)
Cash and cash equivalents............................. $ 1,423 $ -- $ 5,862 $ 6,423 $ --
Restricted cash, investments and advances............. 6,646 7,368 14,502 9,806 290
Property, plant and equipment, net.................... 135,853 148,417 153,618 165,650 202,270
Power purchase agreement, net......................... 17,365 18,437 19,510 20,549 --
Total assets.......................................... 174,871 183,978 201,312 216,391 228,381
Project loans:
Existing project debt, payable to
Coso Funding Corp................................ -- -- -- -- 37,958
Project notes (f)..................................... 89,875 96,250 100,907 107,900 --
Partners' capital..................................... 56,603 52,762 69,245 79,350 163,191
Navy II Partnership (stand-alone)
Cash and cash equivalents............................. $ 824 $ -- $ 7,741 $ 6,020 $ 818
Restricted cash, investments and advances............. 10,855 5,517 10,214 54,338 --
Property, plant and equipment, net.................... 116,192 124,665 136,947 147,522 188,840
Power purchase agreement, net......................... 20,026 22,820 25,614 28,409 --
Total assets.......................................... 168,834 170,058 195,693 273,269 220,867
Project loans:
Existing project debt, payable to
Coso Funding Corp................................ -- -- -- -- 61,323
Project notes (f)..................................... 80,401 84,200 94,176 153,550 --
Partners' capital..................................... 85,361 62,220 87,423 104,331 153,661
See Footnotes to Summary Selected Financial and Operating Data
11
Footnotes to Summary Selected Financial and Operating Data
(a) Reflects the combined financial results of the Navy I partnership and Coso
Finance Partners II, a California general partnership ("CFP II"). The Navy
I partnership and CFP II were first formed as separate entities to
facilitate the initial bank financing for the construction and development
of Navy I. Initially, the Navy I partnership acquired all of the assets
relating to the first turbine generator unit at Navy I and CFP II acquired
all of the assets of Navy I relating to the second and third generator
units at Navy I. In 1988, CFP II assigned all of its rights and interests
in the second and third generator units at Navy I to the Navy I partnership
in return for a 5.0% royalty to be paid based on the Navy I partnership's
steam production. Since the Navy I partnership and CFP II operate under
common ownership and management control, the historical financial
statements of the entities have been combined after elimination of
intercompany amounts related to the royalty arrangement. CFP II merged with
and into the Navy I partnership and the accrued royalty was extinguished.
In addition, the royalty will no longer be accrued from and after the
Series A note offering.
(b) The fixed energy price periods expired for the Navy I partnership in August
1997, for the BLM partnership in March 1999 and for the Navy II partnership
in January 2000.
(c) After CAC's purchase of all of CalEnergy's interests in the Coso projects
on February 25, 1999, the Coso partnerships adopted a new basis of
accounting and, accordingly, the financial information for the period after
the acquisition is presented on a different cost basis than that for the
period before the acquisition and therefore is not comparable. The purchase
price was allocated to the portion of the assets and liabilities purchased
from CalEnergy based on their fair values, with the amount of fair value of
net assets in excess of the purchase price being allocated to long-lived
assets on a pro-rata basis.
(d) Based on a stated capacity of 80 MW.
(e) The variance in the operating capacity factors for the Navy I partnership,
the BLM partnership, and the Navy II partnership are due to the transfer of
steam from the Navy I partnership to the BLM and Navy II partnerships under
the steam sharing program.
(f) Reflects indebtedness owed to Funding Corp., which loaned all the proceeds
from the offering to the Coso partnerships at interest rates and maturities
identical to the interest rates and maturities of the senior secured notes.
(g) Reflects non-recognition of operating revenues for the period November 1,
2000 through March 26, 2001, based on non-collection of amounts due for
power generated and sold to Edison.
(h) Certain balances in prior years have been reclassified to conform to the
presentation adopted in the current year.
(i) Reflects recognition of operating revenue in 2002 resulting from collection
of amounts due for power generated and sold to Edison for the period
November 1, 2000 through March 26, 2001.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Except for financial information contained herein, the matters discussed in
this annual report may be considered forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and subject to the safe
harbor created by the Securities Litigation Reform Act of 1995. Such statements
include declarations regarding the intent, belief or current expectations of
Caithness Coso Funding Corp. ("Funding Corp."), Coso Finance Partners ("the Navy
I partnership"), Coso Energy Developers ("the BLM partnership"), and Coso Power
Developers ("the Navy II partnership"), collectively, (the "Coso partnerships")
and their respective management. Such statements may be identified by terms such
as expected, anticipated, may, will, believe or other terms or variations of
such words. Any such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties; actual results
could differ materially from those indicated by such forward-looking statements.
Among the important factors that could cause actual results to differ materially
from those indicated by such forward-looking statements include but are not
limited to: (i) risks relating to the uncertainties in the California energy
market, (ii) the financial viability of Southern California Edison, ("Edison"),
(iii) the information is of a preliminary nature and may be subject to further
adjustment, (iv) risks related to the operation of power plants (v) the impact
of avoided cost pricing along with other pricing variables, (vi) general
operating risks, including resource availability and regulatory oversight, (vii)
the dependence on third parties, (viii) changes in government regulation, (ix)
the effects of competition, (x) the dependence on senior management, (xi)
fluctuations in quarterly results due in part to seasonality, (xii) affects of
September 11, 2001, including U.S. Navy activity and (xiii) the alleged
manipulation of the California energy market.
12
General
The Coso projects consist of three 80MW geothermal power plants, which are
referred to as Navy I, BLM and Navy II, and their transmission lines, wells,
gathering systems and other related facilities. The Coso projects are located
near one another at the United States Naval Air Weapons Center at China Lake,
California. The Navy I partnership owns Navy I and its related facilities. The
BLM partnership owns BLM and its related facilities. The Navy II partnership
owns Navy II and its related facilities. Affiliates of Caithness Corporation and
CalEnergy Company, Inc. ("CalEnergy"), which is now known as MidAmerican Energy
Holdings Company, formed the Coso partnerships in the 1980s to develop,
construct, own and operate the Coso projects. On February 25, 1999 Caithness
Acquisition Company, LLC, (CAC) purchased all of CalEnergy's interests in the
Coso projects for $205.0 million in cash, plus the assumption of CalEnergy's and
its affiliates' share of debt outstanding at the Coso projects which then
totaled approximately $67.0 million.
Each Coso partnership sells 100% of the electrical energy generated at its
plant to Edison under a long-term Standard Offer No.4 power purchase agreement.
Each power purchase agreement expires after the final maturity date of the 9.05%
Series B Senior Secured Notes issued by Funding Corp.
Each Coso partnership is entitled to the following payments under its power
purchase agreement:
* Capacity payments for being able to produce electricity at certain
levels. Capacity payments are fixed throughout the life of each power
purchase agreement;
* Capacity bonus payments if the Coso partnership is able to produce
electricity above a specified higher level. The maximum annual
capacity bonus payment available is also fixed throughout the life of
each power purchase agreement; and
* Energy payments which are based on the amount of electricity the Coso
partnership's plant actually produces.
Energy payments were fixed for the first ten years of firm operation under
each power purchase agreement. After the first ten years of firm operation and
until a Coso partnership's power purchase agreement expires, Edison makes energy
payments to the Coso partnership based on Edison's avoided cost of energy.
Edison's avoided cost of energy is Edison's cost to generate electricity if
Edison were to produce it itself or buy it from another power producer rather
than buy it from the Coso partnerships. The power purchase agreement for the
Navy I partnership will expire in August 2011, the power purchase agreement for
the BLM partnership will expire in March 2019, and the power purchase agreement
for the Navy II partnership will expire in January 2010. The fixed energy price
period expired in August 1997 for the Navy I partnership, in March 1999 for the
BLM partnership and in January 2000 for the Navy II partnership.
13
Edison entered into an agreement ("Agreement") with the Coso partnerships
on June 19, 2001 that addressed renewable energy pricing and issues concerning
California's energy crisis. The Agreement, which was amended on November 30,
2001, established May 1, 2002, as the date the Coso partnerships began receiving
a fixed energy rate of 5.37 cents per kWh for five (5) years. Subsequent to the
five-year period, Edison will be required to make energy payments to the Coso
partnerships based on its avoided cost of energy until each partnership's power
purchase agreement expires. Estimates of Edison's future avoided cost of energy
may vary significantly and it is not possible to predict with accuracy the
likely level of future avoided cost of energy prices.
From January 1, 2002 through April 30, 2002, the Coso partnerships elected
to receive from Edison a fixed energy rate of 3.25 cents per kWh. Starting May
1, 2002, the Coso partnerships received 5.37 cents per kWh, pursuant to the
agreement discussed above. The average rate of energy paid to the Coso
partnerships for the years ended December 31, 2002, 2001 and 2000 was 4.66, 7.46
and 5.76 cents per kWh, respectively.
In 1994, the Coso partnerships implemented a steam-sharing program, under
the Coso Geothermal Exchange Agreement. The purpose of the steam-sharing program
is to enhance the management of the Coso geothermal resource and to optimize the
resource's overall benefits to the Coso partnerships by transferring steam among
the Coso projects. Under the steam sharing program, the partnership receiving
the steam transfer splits revenue earned from electricity generated with the
partnership that transferred the steam.
The Coso partnerships are required to make royalty payments to the U.S.
Navy and the Bureau of Land Management. The Navy I partnership pays a royalty
for Unit I through reimbursement of electricity supplied to the U.S. Navy by
Edison from electricity generated at the Navy I plant. The reimbursement is
based on a pricing formula that is included in the U.S. Navy Contract. This
formula is primarily based on the tariff rates charged by Edison, which was
increased in 2001 by the California Public Utilities Commission (CPUC), and is
subject to future revision. Indices utilized in the calculation of the Navy I
partnership Unit 1 contract energy pricing remained unchanged historically based
on an agreement between the U.S. Navy and the Navy I partnership. In October
2002 and November 2001, modifications to the calculation of the reimbursement
pricing formula were made to the U.S. Navy Contract resulting in a reduction of
accrued royalties of $1.3 million and $6.5 million, respectively, which was
agreed to by the U.S. Navy. The parties have currently agreed to a replacement
index and true-up calculation in favor of the Navy I partnership. For Units 2
and 3, the Navy I partnership's royalty expense paid to the U.S. Navy is a fixed
percentage of electricity sales at 15% of revenue received by the Navy I
partnership through 2003 and will increase to 20% from 2004 through 2009. In
addition, the Navy I partnership is required to pay the U.S. Navy $25.0 million
in December 2009, the date their contract expires. The payment is secured by
funds placed on deposit monthly, which funds plus accrued interest are
anticipated to aggregate $25.0 million by the expiration date of the contract.
Currently, the monthly amount deposited is approximately $60,000. The BLM
partnership pays a 10% royalty to the Bureau of Land Management based on the net
value of steam produced. The Navy II partnership pays a royalty to the U.S. Navy
based on a fixed percentage of electricity sales to Edison. The royalty rate was
10% of electricity sales through 1999, and increased to 18% for 2000 through
2004 and will increase to 20% from 2005 through the end of the contract term.
The Coso partnerships also pay other royalties, at various rates which in the
aggregate are not material.
Funding Corp is a special purpose corporation and a wholly owned subsidiary
of the Coso partnerships. It was formed for the purpose of issuing the senior
secured notes on behalf of the Coso partnerships who have jointly, severally,
and unconditionally guaranteed repayment of the senior secured notes.
On May 28, 1999, Funding Corp. issued $110.0 million of 6.80% senior
secured notes that were due in 2001, and were paid off on December 15, 2001, and
$303.0 million of 9.05% senior secured notes due in 2009. The proceeds from the
notes were loaned to the Coso partnerships and are payable to Funding Corp from
payments of principal and interest on the notes. Funding Corp. does not conduct
any other operations apart from issuing the notes.
14
Under the depository agreement with the trustee for the notes, the Coso
partnerships established accounts with a depository and pledged those accounts
as security for the benefit of the holders of the senior secured notes. All
amounts deposited with the depository are, at the direction of the Coso
partnerships, invested by the depository in permitted investments. All revenues
or other proceeds actually received by the Coso partnerships are deposited in a
revenue account and withdrawn upon receipt by the depository of a certificate
from the relevant Coso partnerships detailing the amounts to be paid from funds
in its respective revenue account.
Periodic increases in natural gas prices and imbalances between supply and
demand, among other factors, have at times led to significant increases in
wholesale electricity prices in California. During those periods, Edison had
fixed tariffs with their retail customers that were significantly below the
wholesale prices it paid in California. This resulted in significant
under-recoveries by Edison of its electricity purchase costs. On January 16,
2001, Edison announced that it was temporarily suspending payments for energy
provided, including the energy provided by the Coso partnerships, pending a
permanent solution to its liquidity crisis. This cash flow shortfall adversely
affected Edison's liquidity and in turn it did not pay the Coso partnerships for
energy delivered from November 2000 through March 26, 2001. As of December 31,
2001, the Coso partnerships were unable to determine the time frame during which
any future payments would be received. Due to the uncertainty surrounding
Edison's ability to make payment on past due amounts, collection was not
reasonably assured and the Navy I, BLM and Navy II partnerships had not
recognized revenue of $22.0 million, $21.8 million and $22.7 million,
respectively, from Edison for Energy delivered during the period January 1, 2001
through March 26, 2001. The provision for doubtful accounts previously recorded
as of December 31, 2000 by the Navy I, BLM and Navy II partnerships of $15.2
million, $15.3 million and $15.3 million, respectively, was reclassified to
conform with the 2001 presentation.
Pursuant to a CPUC order, Edison resumed making payments to the Coso
partnerships beginning with power generated on March 27, 2001. Edison also made
a payment equal to 10% of the unpaid balance for power generated from November
1, 2000 to March 26, 2001, and paid interest on the outstanding amount at 7% per
annum. That payment was made pursuant to the Agreement between Edison and the
Coso partnerships described above. On March 1, 2002, Edison reached certain
financing milestones and paid Navy I, BLM and Navy II $37.3 million, $37.1
million and $38.0 million, respectively, for revenue generated but not
recognized for the period November 1, 2000 through March 26, 2001.
On September 23, 2002, the United States Court of Appeals for the Ninth
Circuit issued an opinion and order on appeal from a district court's stipulated
judgment, which affirmed the stipulated judgment in part and referred questions
based on California state law to the California Supreme Court. The appeals court
stated that if the Agreement violated California state law, then the appeals
court would be required to void the stipulated judgment. The California Supreme
Court has accepted the Ninth Circuit Court of Appeals request to address the
issues referred to it in the September 23, 2002 ruling. Pending the findings of
the California Supreme Court on matters relating to state law, the Agreement
remains in full force and effect.
On March 27, 2001, the CPUC instituted a new formula to measure Edison's
short run avoided costs ("SRAC"), which is the basis for a portion of the
payments that Edison makes to the Coso Partnerships under their respective power
purchase agreement. In a decision dated September 4, 2002, the California Court
of Appeals ruled that the CPUC erred in not considering the possible retroactive
application of the revised SRAC formula to deliveries beginning on December 1,
2000. The California Court of Appeals remanded the matter back to the CPUC to
make such a consideration.
Edison filed a petition for a writ of review of the January 2001 CPUC
decision, claiming that the "floor" line loss factor of 0.95 for renewable
generators violated the Public Utility Regulatory Policies Act of 1978 (PURPA).
Subsequently, the California Court of Appeals issued a decision on August 20,
2002 in response to the writs affirming the January 2001 CPUC decision, except
for the 0.95 "floor", which it rejected as an abuse of discretion by the CPUC.
Based on these decisions it may be determined that payments between January 2001
and May 2002 that applied the 0.95 minimum line loss factor resulted in
overpayments to the Coso partnerships and that the Coso partnerships may have
future payments offset by such amounts deemed overpayments. While this matter
was appealed to the California Supreme Court, the petition for review was
denied. The Coso partnerships are currently evaluating potential actions to
redress this issue. The Coso partnerships' Agreements set a 1.0 line loss factor
for all energy sold between May 2002 through May 2007.
15
The Coso partnerships cannot predict whether any subsequent action regarding
this matter will be successful.
Capacity Utilization
For purposes of consistency in financial presentation, the plant capacity
factor for each of the Coso partnerships is based on a nominal capacity amount
of 80MW (240MW in the aggregate). The Coso partnerships have a gross operating
capacity that allows for the production of electricity in excess of their
nominal capacity amounts. Utilization of this operating margin is based upon a
number of factors and can be expected to vary throughout the year under normal
operating conditions.
The following data includes the operating capacity factor, capacity and
electricity production (in kWh) for each Coso partnership on a stand-alone
basis:
Year Ended December 31,
-----------------------
2002 2001 2000
Navy I Partnership (stand alone) ---- ---- ----
Operating capacity factor 104.7% 108.3% 111.8%
Capacity (MW) (average) 83.78 86.63 89.44
kWh produced (000s) 733,877 758,890 785,624
BLM Partnership (stand alone)
Operating capacity factor 93.9% 102.8% 109.4%
Capacity (MW) (average) 75.09 82.21 87.56
kWh produced (000s) 657,813 720,130 769,098
Navy II Partnership (stand alone)
Operating capacity factor 100.4% 104.9% 111.1%
Capacity (MW) (average) 80.36 83.93 88.88
kWh produced (000s) 703,920 735,210 780,709
Total energy production for the BLM partnership was 657.8 million kWh for
2002, as compared to 720.1 million kWh for 2001, a decrease of 8.7%. This
decrease in energy production was primarily due to a decline in steam which
management is attempting to remediate through well maintenance and capital
improvements. The declines in total energy production for the Navy I and Navy II
partnerships for 2002 as compared to 2001 were not significant.
Total energy production for the BLM partnership was 720.1 million kWh for
2001, as compared to 769.1 million kWh in 2000, a decrease of 6.4%. Total energy
production for the Navy II partnership was 735.2 million kWh for 2001, as
compared to 780.7 million kWh in 2000, a decrease of 5.8%. These decreases in
energy production were primarily due to the deferment of certain capital and
maintenance projects by the Coso partnerships, due to non-payment by Edison for
energy delivered during the period November 1, 2000 through March 26, 2001.
These projects have been resumed, as Edison has resumed payment for production
starting in late March 2001.
16
Results of Operations for the years ended December 31, 2002, 2001, and 2000.
- ----------------------------------------------------------------------------
The following discusses the results of operations of the Coso partnerships
for the years ended December 31, 2002, 2001 and 2000 (dollar amounts in tables
are in thousands, except per kWh data):
Revenue
2002 2001 2000
---- ---- ----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Total Operating Revenues
Navy I partnership 92,065 12.5 53,400 7.0 52,419 6.7
BLM partnership 81,252 12.4 44,041 6.1 42,174 5.5
Navy II partnership 79,592 11.3 36,389 5.0 43,054 5.5
Capacity & Bonus Revenues
Navy I partnership 16,159 2.2 13,210 1.7 13,429 1.7
BLM partnership 15,763 2.4 12,908 1.8 13,122 1.7
Navy II partnership 15,836 2.2 12,978 1.8 13,195 1.7
Energy Revenues
Navy I partnership 75,906 10.3 40,190 5.3 38,990 5.0
BLM partnership 65,489 10.0 31,133 4.3 29,052 3.8
Navy II partnership 63,756 9.1 23,411 3.2 29,859 3.8
Total operating revenues for the Navy I, BLM and Navy II partnerships,
which consist of capacity payments, capacity bonus payments and energy payments,
were $92.1 million, $81.3 million and $79.6 million, respectively, for 2002, as
compared to $53.4 million, $44.0 million and $36.4 million, respectively, for
2001, increases of 72.5%, 84.8% and 118.7%, respectively. Capacity and capacity
bonus revenues for the Navy I, BLM and Navy II partnerships were $16.2 million,
$15.8 million and $15.8 million, respectively, for 2002, as compared to $13.2
million, $12.9 million and $13.0 million, respectively, for 2001, increases of
22.7%, 22.5%, and 21.5%, respectively. Energy revenues for the Navy I, BLM and
Navy II partnerships were $75.9 million, $65.5 million and $63.8 million,
respectively, for 2002, as compared to $40.2 million, $31.1 million and $23.4
million, respectively, for 2001, increases of $35.7 million, $34.4 million and
$40.4 million, respectively. The Coso partnerships' increases in operating
revenues, capacity and bonus revenues and energy revenues for 2002, as compared
to 2001, were primarily due to recognition of revenues generated but not
recognized for the period from November 1, 2000 through March 26, 2001 discussed
above. On March 1, 2002, the Navy I, BLM and Navy II partnerships received
payment and recognized revenue of $37.3 million, $37.1 million and $38.0
million, respectively. The Navy I, BLM and Navy II partnerships had not
recognized revenues of $22.0 million, $21.8 million and $22.7 million,
respectively, for 2001. These increases were partially offset by a decrease in
production during 2002 as compared to 2001.
Total operating revenues for the Navy II partnership, which consist of
capacity payments, capacity bonus payments and energy payments, were $36.4
million for 2001, as compared to $43.1 million in 2000, a decrease of 15.5%.
Total energy revenues for the Navy II partnership were $23.4 million for 2001,
as compared to $29.9 million in 2000, a decrease of 21.7%. The decreases in
total operating revenues and energy revenues for 2001 were primarily due to
nonpayment by Edison for electricity delivered from January 1, 2001 through
March 26, 2001, as compared to non-recognition of November and December revenues
in 2000, resulting from the Edison's liquidity crisis discussed above, partially
offset by decreases in steam transfer revenues and the previously discussed
decrease in power generation.
17
Interest and Other Income
2002 2001 2000
---- ---- -----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Navy I partnership 1,574 0.2 2,928 0.4 2,506 0.3
BLM partnership 1,455 0.2 3,766 0.5 8,125 1.1
Navy II partnership 894 0.1 2,883 0.4 2,868 0.4
The Navy I partnership's interest and other income was $1.6 million in
2002, as compared to $2.9 million in 2001, a decrease of 44.8% The decrease in
interest and other income for 2002, as compared to 2001, was primarily due to
interest on amounts in arrears, owed by Edison in 2001, that were settled and
paid by Edison on March 1, 2002. The amount was also partially offset by the
collection of insurance proceeds in 2002 of $0.8 million for lost revenue caused
by equipment failure.
The BLM and Navy II partnerships interest and other income were $1.5
million and $0.9 million for 2002, respectively, as compared to $3.8 million and
$2.9 million, respectively for 2001, decreases of 60.5% and 69.0%, respectively.
The decreases in interest and other income for 2002, as compared to 2001, were
primarily due to interest on amounts in arrears, owed by Edison in 2001, that
were settled and paid by Edison on March 1, 2002.
The Navy I partnership's interest and other income was $2.9 million in
2001, as compared to $2.5 million in 2000, an increase of 16.0%. The increase
was primarily due to interest on amounts in arrears owed by Edison in 2001. The
BLM partnership's interest and other income was $3.8 million in 2001, as
compared to $8.1 million in 2000, a decrease of 53.1%. This decrease was
primarily due to legal settlements paid during 2000, of $6.1 million from Dow
Chemical Company and $600,000 for legal fees related to the Edison litigation,
partially offset by an increase in interest income on amounts in arrears owed by
Edison in 2001.
Plant Operations
2002 2001 2000
---- ---- ----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Navy I partnership 9,832 1.3 9,010 1.2 8,609 1.1
BLM partnership 11,748 1.8 10,221 1.4 12,008 1.6
Navy II partnership 10,304 1.5 9,679 1.3 9,409 1.2
Operating expenses, including operating and general and administrative
expense for the Navy I, BLM and Navy II partnerships were $9.8 million, $11.7
million and $10.3 million, respectively, for 2002, as compared to $9.0 million,
$10.2 million and $9.7 million, respectively, for 2001, increases of 8.9%, 14.7%
and 6.2%, respectively. The Coso partnerships' increases in operating expenses,
including operating and general and administrative expenses for 2002, as
compared to 2001, were primarily due to increases in insurance costs, property
taxes and repair and maintenance projects that had been deferred in 2001 due to
Edison's non-payment, partially offset by a reduction in legal costs associated
with the Edison's non-payment. The increases in 2002 property taxes for the Navy
I, BLM and Navy II partnerships of $670,000, $720,000 and $610,000,
respectively, resulted from a correction by Inyo county to the 2001 assessment.
The BLM partnership's operating expenses, including operating and general
and administrative expenses were $10.2 million in 2001, as compared to $12.0
million in 2000, a decrease of 15.0%. The decrease in operating expenses for
2001 as compared to 2000, was primarily due to a reduction in current property
taxes by an offset of a partial refund of an appealed amount and lower well
maintenance and workover costs during 2001.
18
Royalty Expenses
2002 2001 2000
---- ---- ----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Navy I partnership 12,914 1.8 9,950 1.3 10,921 1.4
BLM partnership 2,436 0.4 5,203 0.7 4,045 0.5
Navy II partnership 6,961 1.0 9,377 1.3 10,104 1.3
The Navy I partnership's royalty expense was $12.9 million for 2002, as
compared to $10.0 million in 2001, an increase of 29.0%. The increase was
primarily due to a $6.5 million royalty reimbursement in 2001 that resulted from
the modification to the calculation of the Unit 1 royalty reimbursement pricing
formula. The increase was partially offset by reduced royalties resulting from
the decrease in the rate of energy from 7.5 cents per kWh in 2001 to 4.7 cents
per kWh in 2002, and a $1.3 million royalty reimbursement in 2002 resulting from
the final modification to the calculation of the Unit 1 royalty reimbursement
pricing formula.
The BLM partnership's royalty expense was $2.4 million for 2002, as
compared to $5.2 million in 2001, a decrease of 53.8%. The decrease was
primarily due to reduced royalties resulting from the decrease in the rate of
energy from 7.5 cents per kWh in 2001 to 4.7 cents per kWh in 2002 and a
decrease in production in 2002 as compared to 2001.
The Navy II partnership's royalty expense was $7.0 million for 2002, as
compared to $9.4 million in 2001, a decrease of 25.5%. The decrease was
primarily due to reduced royalties resulting from the decrease in the rate of
energy from 7.5 cents per kWh in 2001 to 4.7 cents per kWh in 2002.
The Navy I partnership's royalty expenses were $10.0 million for 2001, as
compared to $10.9 million in 2000, a decrease of 8.3%. The decrease was
primarily due to a $6.5 million royalty reimbursement resulting from the
modification to the calculation of the Unit 1 royalty reimbursement pricing
formula. The decrease was partially offset by higher royalty charges due to
increased energy revenues caused by the increase in the average avoided cost of
energy from 5.8 cents per kWh in 2000, to 7.5 cents per kWh in 2001. The BLM
partnership's royalty expenses were $5.2 million for 2001, as compared to $4.0
million in 2000, an increase of 30.0%. The increase was due to an increase in
energy revenues caused by the increase in the average avoided cost of energy
from 5.8 cents per kWh in 2000, to 7.5 cents per kWh in 2001. The Navy II
partnership's royalty expenses were $9.4 million for 2001, as compared to $10.1
million in 2000, a decrease of 6.9%. The decrease was due to a decrease in
internally-produced steam over the same period in 2000.
Depreciation and Amortization
2002 2001 2000
---- ---- ----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Navy I partnership 10,630 1.4 10,222 1.3 9,594 1.2
BLM partnership 14,342 2.2 15,972 2.2 15,361 2.0
Navy II partnership 12,163 1.7 15,352 2.1 15,070 1.9
The BLM partnership's depreciation and amortization expense was $14.3
million for 2002, as compared to $16.0 million in 2001, a decrease of 10.6%. The
Navy II partnership's depreciation and amortization expense was $12.2 million
for 2002, as compared to $15.4 million in 2001, a decrease of 20.8%. These
decreases in depreciation and amortization expense for 2002, as compared to the
same period in 2001, were due to older wells being fully depreciated during
2002.
The Navy I partnership's depreciation and amortization expense was $10.2
million for 2001, as compared to $9.6 million in 2000, an increase of 6.3%. The
Navy I Partnership's increase in depreciation and amortization expense for 2001,
as compared to the same period in 2000, was primarily due to an increase in
capitalized assets in 2001.
19
Interest Expense
2002 2001 2000
---- ---- ----
$ cents/kWh $ cents/kWh $ cents/kWh
- --------- - --------- - ---------
Navy I partnership 10,836 1.5 11,732 1.5 12,493 1.6
BLM partnership 8,567 1.3 8,958 1.2 9,174 1.2
Navy II partnership 7,538 1.1 8,128 1.1 9,130 1.2
The Navy I partnership's interest expense was $10.8 million for 2002, as
compared to $11.7 million in 2001, a decrease of 7.7%. The Navy II partnership's
interest expense was $7.5 million for 2002, as compared to $8.1 million in 2001,
a decrease of 7.4%. These decreases in interest expense for 2002, as compared to
the same period in 2001, were due to reductions in the principal amount of the
project loan from Funding Corp.
The Navy I partnership's interest expense was $11.7 million for 2001, as
compared to $12.5 million in 2000, a decrease of 6.4%. The Navy II partnership's
interest expense was $8.1 million for 2001, as compared to $9.1 million in 2000,
a decrease of 11.0%. These decreases in interest expense for 2001, as compared
to the same period in 2000, were due to reductions in the principal amount of
the project loan from Funding Corp.
Liquidity and Capital Resources
Each of the Navy I partnership, the BLM partnership and the Navy II
partnership derive substantially all of their cash flow from Edison under their
power purchase agreements and from interest income earned on funds on deposit.
As of December 2001, the 6.8% notes were repaid, subsequently leaving the Coso
partnerships with more cash flow annually. The Coso partnerships have used their
cash primarily for capital expenditures for power plant improvements, resource
and operating costs, distributions to partners and payments with respect to the
project debt.
The Coso partnerships ability to meet their obligations as they come due
will depend upon the ability of Edison to meet its obligations under the terms
of the standard offer No. 4 power purchase agreements and ability to continue to
generate electricity. Edison's shortfall in collections, coupled with its near
term capital requirements, materially and adversely affected its liquidity
during 2000 and 2001. In resolution of that issue, Edison settled with the CPUC
on October 2, 2001, enabling it to recover in retail electric rates its
historical shortfall in electric purchase costs. On September 23, 2002, the
United States Court of Appeals for the Ninth Circuit issued an opinion and order
on appeal from the district court's stipulated judgment which affirmed the
stipulated judgment in part and referred questions based on California state law
to the Supreme Court of California. The appeals court stated that if the
Agreement violated California state law then the appeals court would be required
to void the stipulated judgment. Pending a response from the California Supreme
Court, the Agreement remains in full force and effect. Immediately after this
settlement, Edison and each of the Coso partnerships entered into an amendment
of their respective Agreement (referenced above) pertaining to partial payment
and interest payments relating to Edison's past due obligations for the period
from November 1, 2000 through March 26, 2001. The Agreement, as amended, was
approved by CPUC in January of 2002, and established the fixed energy rates
discussed above and set payment terms for the past due amounts owed to the Coso
partnerships by Edison. Edison's failure to pay its future obligations may have
a material adverse effect on the Coso partnerships ability to make debt service
payments to Funding Corp., as they come due under the Funding Corp. notes.
On March 1, 2002, Edison reached certain financing milestones and paid the
Coso partnerships for revenue generated but not recognized for the period from
November 1, 2000 through March 26, 2001. In the first quarter of 2002, the Navy
I, BLM and Navy II partnerships recognized revenue for energy delivered during
that period of $37.3 million, $37.1 million and $38.0 million, respectively.
20
The following table sets forth a summary of each Coso partnership's cash
flows for the years ended December 31, 2002, December 31, 2001, and December 31,
2000.
2002 2001 2000
---- ---- ----
Navy I partnership (stand alone)
Net cash provided by operating activities $ 64,399 $ 17,112 $ 29,168
Net cash provided by (used in) investing activities (12,724) 1,235 (1,638)
Net cash (used in) financing activities (47,724) (21,589) (31,845)
-------- -------- --------
Net change in cash and cash equivalents $ 3,951 $ (3,242) $ (4,315)
======== ======== ========
BLM partnership (stand alone)
Net cash provided by operating activities $ 49,215 $ 24,722 $ 32,806
Net cash provided by (used in) investing activities 101 (2,431) (6,876)
Net cash (used in) financing activities (47,893) (28,153) (26,491)
-------- -------- --------
Net change in cash and cash equivalents $ 1,423 $ (5,862) $ (561)
======== ======== ========
Navy II partnership (stand alone)
Net cash provided by operating activities $ 30,881 $ 18,504 $ 36,887
Net cash provided by (used in) investing activities (6,096) 4,551 42,556
Net cash (used in) financing activities (23,961) (30,796) (77,722)
-------- -------- --------
Net change in cash and cash equivalents $ 824 $ (7,741) $ 1,721
======== ======== ========
The Navy I partnership's cash flows from operating activities increased by
$47.3 million in 2002, as compared to 2001, primarily due to an increase in net
income resulting from Edison's payment received for revenue generated but not
recognized for the period from November 1, 2000 through March 26, 2001 and a
decrease in amounts due from related parties.
Cash used in investing activities at the Navy I partnership increased by
$13.9 million in 2002, as compared to 2001, primarily due to an increase in
restricted cash requirements associated with the project loan from Funding Corp.
and an increase in capital expenditures in 2002.
The Navy I partnership's cash used in financing activities increased by
$26.1 million in 2002, as compared to 2001, due to an increase in partner
distributions in 2002.
The BLM partnership's cash flows from operating activities increased by
$24.5 million in 2002, as compared to 2001, primarily due to an increase in net
income resulting from Edison's payment received for revenue generated but not
recognized for the period from November 1, 2000 through March 26, 2001,
partially offset by increases in amounts due to related parties and trade
payables.
Cash used in investing activities at the BLM partnership decreased by $2.5
million in 2002, as compared to 2001, primarily due to a decrease in capital
expenditures partially offset by an increase in restricted cash requirements
associated with the project loan from Funding Corp.
The BLM partnership's cash used in financing activities increased by $19.7
million in 2002, as compared to 2001, due to an increase in partner
distributions in 2002.
The Navy II partnership's cash flows from operating activities increased by
$12.4 million in 2002, as compared to 2001, primarily due to an increase in net
income resulting from Edison's payment received for revenue generated but not
recognized for the period from November 1, 2000 through March 26, 2001,
partially offset by increases in amounts due to related parties and trade
payables.
21
Cash used in investing activities at the Navy II Partnership increased by
$10.6 million in 2002, as compared to 2001, primarily due to an increase in
restricted cash requirements associated with the project loan from Funding Corp.
and an increase in capital expenditures in 2002.
The Navy II partnership's cash used in financing activities decreased by
$6.8 million in 2002, as compared to 2001, due to lower repayments of the
project loan from Funding Corp.
The Navy I partnership's cash flows from operating activities decreased by
$12.1 million in 2001 as compared to 2000, primarily due to increases in
accounts receivable and related parties receivables.
Cash from investing activities at the Navy I partnership increased by $2.9
million in 2001 as compared to 2000, primarily due to a decrease in capital
expenditures in 2001.
The Navy I partnership's cash flows used in financing activities decreased
by $10.3 million in 2001 as compared to 2000, primarily due to a decrease in the
payment amount on the project loan from Funding Corp., and a reduction in the
distributions paid in 2001.
The BLM partnership's cash flows from operating activities decreased by
$8.1 million in 2001 as compared to 2000, primarily due to an increase in
accounts receivable, partially offset by increases in related parties payables.
Cash used in investing activities at the BLM partnership decreased by $4.4
million in 2001 as compared to 2000, primarily due to a decrease in restricted
cash requirements associated with the project loan from Funding Corp., partially
offset by an increase in capital expenditures in 2001.
The BLM partnership's cash used in financing activities increased by $1.7
million in 2001 as compared to 2000, primarily due to an increase in
distributions in 2001, partially offset by lower repayments of the project loan
from Funding Corp.
The Navy II partnership's cash flows from operating activities decreased by
$18.4 million in 2001 as compared to 2000, primarily due to the increase in
accounts receivable, partially offset by an increase in amounts due to related
parties.
Cash flows from investing activities at the Navy II partnership decreased
by $38.0 million in 2001 as compared to 2000, primarily due to lower repayments
of the project loan from Funding Corp., and decreases in 2001 capital
expenditures.
The Navy II partnership's cash used in financing activities decreased by
$46.9 million in 2001 as compared to 2000, primarily due to lower repayments of
the project loan from Funding Corp.
The following is a summary of the Coso partnerships material contractual
obligations (in millions):
Less than 1-3 4-5 More than
Contractual Obligations Total 1 Year Years Years 5 Years
----------------------- ----- ------ ----- ----- -------
Project Loans.................... $ 281,231 $ 27,618 $ 66,812 $ 85,705 $ 101,096
Other long-term obligations...... 5,040 720 1,440 1,440 1,440
------- ------ ------ ------ -------
$ 286,271 $ 28,338 $ 68,252 $ 87,145 $ 102,536
The project loans were issued under an indenture dated as of May 28, 1999
between Funding Corp. and the trustee, U.S. Bank Trust NA. (see Item 8).
Other long-term obligations relate to Unit 1 at Navy 1, whereby the Navy I
partnership is obligated to pay the U.S. Navy the sum of $25.0 million on or
before December 31, 2009, the expiration date of the term of the U.S. Navy
contract. Payment of this obligation will be made from an established sinking
fund which the Navy I partnership has been making payments to since 1987. The
payment is secured by funds placed on deposit monthly, which funds plus accrued
interest will aggregate $25.0 million. Currently, the monthly amount to be
deposited is approximately $60,000 (see Item 8).
22
Critical Accounting Policies and Estimates
Preparation of this Annual Report on Form 10-K requires the Coso
partnerships to make estimates and assumptions that affect the reported amount
of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the Coso partnerships' financial statements, and the reported
amounts of revenue and expenses during the reporting period. The Coso
partnerships' critical accounting policies, including the assumptions and
judgments underlying them, are disclosed under the caption "Summary of
Significant Accounting Policies" under Item 8. These policies have been
consistently applied and address such matters as revenue recognition,
depreciation methods and asset impairment recognition. While policies associated
with estimates and judgments may be affected by different assumption or
condition, the Coso partnerships' believes its estimates and judgments
associated with the reported amounts are appropriate. Actual results may differ
from those estimates.
The Company considers the policies discussed below as critical to an
understanding of the Coso partnerships' financial statements as application of
these policies places the most significant demands on management's judgment,
with financial reporting results relying on the estimation of matters that are
uncertain.
Accounts Receivable and Revenue Recognition - Operating revenues are
recognized as income during the period in which electricity is delivered to
Edison. In the event that Edison is not able to make payment on amounts due, and
collection is not reasonably assured, the Coso partnerships' will not recognize
revenue for energy delivered, until payment is collected.
Impairment of Long-Lived Assets - Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
Asset Retirement Obligations - The fair value of a liability for an asset
retirement obligation should be recognized in the period in which it is incurred
if a reasonable estimate of a fair value can be made, and that the associated
asset retirement costs be capitalized as part of the carrying amount of the
long-lived asset. This policy will be applied to the financial statements for
the Coso partnerships' for the fiscal year beginning January 1, 2003.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Risk Factors
Operating the Coso projects involves, among other things, general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond management's control. Changes in these factors could make it more
expensive to operate the Coso projects, or require additional capital
expenditures, or reduce certain benefits currently available to the Coso
partnerships. There are a variety of other risks that affect the Coso projects,
some of which are beyond management's control, including:
* One or more of the Coso projects could perform below expected levels
of output or efficiency;
* In light of the uncertainty of the Western energy markets, Edison's
financial viability may be considered uncertain. If Edison were to
enter into bankruptcy proceedings, the power purchase contracts could
be amended and any accounts receivable from Edison could be reduced or
eliminated;
23
* The Coso geothermal resource could be interrupted or unavailable;
* Operating and royalty costs could increase;
* Changes in the regulatory structure which govern the current
operations of the Coso partnerships.
* Future competition may lead to an accelerated depletion of the
resource;
* Energy prices paid by Edison could decrease or terminate;
* Delivery of electrical energy to Edison could be disrupted;
* Environmental problems could arise which could lead to fines or a
shutdown of one or more plants;
* Plant units and equipment have broken down or failed in the past and
could break down or fail in the future;
* The operators of the Coso projects could suffer labor disputes;
* The government could change permit or governmental approval
requirements restricting operations;
* Third parties could fail to perform their contractual obligations to
the Coso partnerships; and
* Catastrophic events, such as fires, earthquakes, explosions, floods,
severe storms or other occurrences including terrorism or war, could
affect one or more of the Coso projects, the Navy or Edison.
In addition, the Coso partnerships must meet specified performance
requirements under their respective power purchase agreements during the months
of June through September to continue to qualify for the maximum capacity and
capacity bonus payments. If one or more of the events listed above occur and
substantially affect the performance of one or more of the plants during these
months, operating revenues would be significantly decreased.
Item 8. Financial Statements and Supplementary Data.
CAITHNESS COSO FUNDING CORP. AND
COSO OPERATING PARTNERSHIPS
Index Page
----- ----
Caithness Coso Funding Corp:
- ----------------------------
KPMG LLP Independent Auditors' Report F-1
Balance Sheets as of December 31, 2002 and 2001 F-2
Statement of Income for the years ended
December 31, 2002, 2001 and 2000 F-3
Statement of Cash Flows for the years
ended December 31, 2002, 2001 and 2000 F-4
Notes to Financial Statements F-5
Coso Finance Partners:
- ----------------------
KPMG LLP Independent Auditors' Report F-6
Balance Sheets as of December 31, 2002 and 2001 F-7
Statement of Operations for the years ended
December 31, 2002, 2001 and 2000 F-8
Statement of Partners' Capital for the years ended
December 31, 2002, 2001 and 2000 F-9
Statement of Cash Flows for the years
ended December 31, 2002, 2001 and 2000 F-10
Notes to Financial Statements F-11
Coso Energy Developers:
- -----------------------
KPMG LLP Independent Auditors' Report F-12
Balance Sheets as of December 31, 2002 and 2001 F-13
Statement of Operations for the years ended
December 31, 2002, 2001 and 2000 F-14
Statement of Partners' Capital for the years ended
December 31, 2002, 2001 and 2000 F-15
Statement of Cash Flows for the years
ended December 31, 2002, 2001 and 2000 F-16
Notes to Financial Statements F-17
Coso Power Developers:
- ----------------------
KPMG LLP Independent Auditors' Report F-18
Balance Sheets as of December 31, 2002 and 2001 F-19
Statement of Operations for the years ended
December 31, 2002, 2001 and 2000 F-20
Statement of Partners' Capital for the years ended
December 31, 2002, 2001 and 2000 F-21
Statement of Cash Flows for the years
ended December 31, 2002, 2001 and 2000 F-22
Notes to Financial Statements F-23
Supplemental Unaudited Condensed quarterly Financial
information for 2002, 2001 and 2000 F-24
Coso Partnerships:
- ------------------
Supplemental Condensed Combined Financial
Information for the Coso Partnerships:
Unaudited Condensed Combined Balance Sheets as
of December 31, 2002 and 2001 F-25
Unaudited Condensed Combined Statements of
Operations for the years ended
December 31, 2002, 2001 and 2000 F-26
Unaudited Condensed Combined Statements of
Cash Flows for the years ended
December 31, 2002, 2001 and 2000 F-27
Notes to the Unaudited Condensed Combined
Financial Statements F-28
Independent Auditors' Report
The Partners
Caithness Coso Funding Corp.:
We have audited the accompanying balance sheets of Caithness Coso Funding Corp.
as of December 31, 2002 and 2001, and the related statements of income and cash
flows for each of the years in the three-year period ended December 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caithness Coso Funding Corp. as
of December 31, 2002 and 2001, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
February 28, 2003
/s/ KPMG, LLP
- -------------
KPMG, LLP
F-1
CAITHNESS COSO FUNDING CORP.
Balance Sheets
December 31, 2002 and 2001
(Dollars in thousands)
Assets 2002 2001
------------ ------------
Accrued interest receivable $ 1,130 1,225
Project loan to Coso Finance Partners 110,955 122,550
Project loan to Coso Energy Developers 89,875 96,250
Project loan to Coso Power Developers 80,401 84,200
------------ ------------
Total assets $ 282,361 304,225
============ ============
Liabilities and Stockholders' Equity
Senior secured notes:
Accrued interest payable $ 1,130 1,225
9.05% notes due December 15, 2009 281,231 303,000
------------ ------------
Total liabilities 282,361 304,225
Stockholders' equity (note 5) -- --
------------ ------------
Total liabilities and stockholders' equity $ 282,361 304,225
============ ============
See accompanying notes to financial statements.
F-2
CAITHNESS COSO FUNDING CORP.
Statements of Income
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
-------------- -------------- --------------
Revenue:
Interest income $ 26,931 28,820 30,799
Expense:
Interest expense (26,931) (28,820) (30,799)
-------------- -------------- --------------
Net income $ -- -- --
============== ============== ==============
See accompanying notes to financial statements.
F-3
CAITHNESS COSO FUNDING CORP.
Statements of Cash Flows
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
--------------- --------------- ---------------
Cash flows from investing activities $ 21,864 27,128 83,039
--------------- --------------- ---------------
Cash flows from financing activities (21,864) (27,128) (83,039)
--------------- --------------- ---------------
Net changes in cash -- -- --
Cash at beginning of year -- -- --
--------------- --------------- ---------------
Cash at end of year $ -- -- --
=============== =============== ===============
Supplemental cash flow disclosures:
Interest paid $ 27,026 28,881 30,905
See accompanying notes to financial statements.
F-4
CAITHNESS COSO FUNDING CORP.
Notes to Financial Statements
December 31, 2002, 2001, and 2000
(Dollars in thousands)
(1) Organization of the Corporation
Caithness Coso Funding Corp. (Funding Corp.), which was incorporated on
April 22, 1999, is a single-purpose Delaware corporation formed to issue
senior secured notes (Notes) for its own account and as an agent acting on
behalf of Coso Finance Partners (CFP), Coso Energy Developers (CED), and
Coso Power Developers (CPD), collectively, the "Partnerships." The
Partnerships are California general partnerships.
On May 28, 1999, Funding Corp. sold $413,000 of Notes (see note 4).
Pursuant to separate credit agreements between Funding Corp. and each
partnership (Credit Agreements), the net proceeds from the offering of the
Notes were loaned to the Partnerships. Payment of the Notes is provided for
by payments made by the Partnerships under their respective project loans
(see note 3). Funding Corp. has no material assets, other than the project
loans, and does not conduct any operations apart from issuing the Notes and
making the project loans to the Partnerships.
(2) Summary of Significant Accounting Policies
(a) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, stockholders' equity, and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
(b) Fair Value of Financial Instruments
Based on quoted market rates of the Notes, the fair value of the
project loans and underlying Notes as of December 31, 2002 and 2001 is
$281,231 and $303,000, respectively.
(c) New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, Accounting for Assets
Retirement Obligations. This Statement addresses financial accounting
and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs
and amends FASB No. 19, Financial Accounting and Reporting by Oil and
Gas Producing Companies. The Statement requires that the fair value of
a liability for an asset retirement obligation be recognized in the
period in which it is incurred if a reasonable estimate of a fair
value can be made, and that the associated asset retirement costs be
capitalized as part of the carrying amount of the long-lived asset.
The Statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The effect of this standard on
Funding Corp.'s results of operations and financial position is being
evaluated. Funding Corp. cannot currently estimate the financial
impact at the date of adoption as Funding Corp. has not yet completed
its evaluation.
The FASB issued FAS Interpretation No. 45 (FIN 45), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. This is an
interpretation of FASB Statements No. 5, Accounting for Contingencies,
No. 57, Related Party Disclosures, and No. 107, Disclosures about Fair
Value of Financial Instruments and rescission of FASB Interpretation
No. 34, Disclosures of Indirect Guarantees of Indebtedness of Others.
The Interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. The Statement
is being applied prospectively, to guarantees issued or modified after
December 31, 2002. At December 31,2002, Funding Corp.'s only
guarantees relate to the project loans (see note 4). This guarantee is
not within the scope of FIN 45. Adoption of the Interpretation is not
expected to have an impact on the Funding Corp.'s results of
operations or financial position.
(3) Project Loans to the Partnerships
Pursuant to each Credit Agreement, each partnership shall make project loan
payments in scheduled installment amounts which, in the aggregate, are
sufficient to enable Funding Corp. to pay scheduled principal and interest
on the Notes (see note 4).
The Notes are general obligations of Funding Corp., and are secured and
perfected by: (1) first priority pledge of the promissory notes evidencing
each partnership's obligation to repay the loan; (2) first priority lien on
the funds in the debt service cash accounts of the Partnerships; and
(3) first priority pledge of all of the outstanding capital stock of
Funding Corp. These obligations are unconditionally guaranteed by the
Partnerships and are secured and perfected by substantially all assets of
the Partnerships and the equity interests in the Partnerships. Funding
Corp., CPD, CED, and CFP are jointly and severally liable for the repayment
of the Notes.
(4) Senior Secured Notes
On May 28, 1999, Funding Corp. completed a $413,000 underwritten public
debt offering consisting of $110,000 6.8% Notes due 2001 and $303,000 9.05%
Notes due 2009. The Notes were issued under an indenture dated as of
May 28, 1999 between Funding Corp. and the trustee, U.S. Bank Trust NA.
Payment of the Notes is provided for by payments to be made by the
Partnerships on their respective project loans (see note 3). Interest is
payable each June 15 and December 15.
The annual maturity of the Notes for each year ending December 31 is as
follows:
Amount
------------
2003 $ 27,618
2004 31,332
2005 35,480
2006 38,286
2007 47,419
Thereafter 101,096
------------
$ 281,231
============
The Note indentures contain certain restrictive covenants that, among other
things, limit the ability to incur additional indebtedness, release funds
from reverse accounts, make distributions, create loans, and enter into any
transaction, merger, or consolidation.
(5) Stockholders' Equity
Funding Corp. is authorized to issue 1,000 shares of common stock, one cent
par value per share. Upon incorporating in 1999, Funding Corp. issued
100 common shares to CFP, CED, and CPD.
(6) Risks and Uncertainties
The Partnership's future results of operations involve a number of risks
and uncertainties. Periodic increases in natural gas prices and imbalances
between supply and demand, among other factors, have led to significant
increases in wholesale electricity prices in California. Southern
California Edison (Edison) is the only customer of the Partnerships. During
those periods, Edison had fixed tariffs with its retail customers that were
significantly below the wholesale prices it paid in California. That
resulted in significant under-recoveries by Edison of its electricity
purchase costs. On January 16, 2001, Edison announced that it was
temporarily suspending payment for energy provided, including the energy
provided by the Partnerships, pending a permanent solution to its liquidity
crisis. Subsequently, pursuant to a California Public Utilities Commission
(CPUC) order, Edison resumed making payments to the Partnerships beginning
with power generated on March 27, 2001. Edison also made payments equal to
10% of the unpaid balance for power generated from November 1, 2000 to
March 26, 2001, and paid interest on the outstanding amount at 7% per
annum. That payment was made pursuant to an agreement (the Agreement),
which Edison entered into on June 19, 2001 that addressed renewable energy
pricing and issues concerning California's energy crisis. The Agreement,
which was amended on November 30, 2001 and received CPUC approval in
January 2002, established May 1, 2002 as the date when the Partnerships
will begin receiving a fixed energy rate of 5.37 cents per kwh for five (5)
years. Subsequent to the five-year period, Edison will be required to make
energy payments to the Partnerships based on its avoided cost of energy
until their respective power purchase agreement expires. Beyond the
five-year period, the Partnerships cannot predict the likely level of
avoided cost of energy prices under their respective power purchase
contract and, accordingly, the revenues generated by the Partnerships could
fluctuate significantly.
As of December 31, 2001, the Partnerships were unable to determine the time
frame during which any future payments would be received. Due to the
uncertainty surrounding Edison's ability to make payment on past due
amounts, collection was not reasonably assured and the Partnerships did not
recognize revenue from Edison for energy delivered during the period
January 1, 2001 through March 26, 2001. On March 1, 2002, Edison reached
certain financing milestones and paid the Partnerships for electricity
generated during the period November 1, 2000 through March 26, 2001. The
Partnerships recognized revenue for such electricity deliveries in March,
2002.
F-5
Independent Auditors' Report
The Partners and Management Committee
Coso Finance Partners:
We have audited the accompanying balance sheets of Coso Finance Partners as of
December 31, 2002 and 2001, and the related statements of operations, partners'
capital, and cash flows for each of the years in the three-year period ended
December 31, 2002. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coso Finance Partners as of
December 31, 2002 and 2001, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America.
February 28, 2003
/s/ KPMG, LLP
- -------------
KPMP, LLP
F-6
COSO FINANCE PARTNERS
Balance Sheets
December 31, 2002 and 2001
(Dollars in thousands)
Assets 2002 2001
--------------- ---------------
Cash and cash equivalents $ 4,215 264
Restricted cash and investments (note 2) 28,692 21,325
Accounts receivable, net (note 2) 7,431 3,454
Prepaid expenses and other assets 1,068 650
Amounts due from related parties (note 7) 1,190 9,362
Property, plant, and equipment, net (note 4) 136,313 140,437
Advances to New CLPSI Company, LLC (note 3) 4,010 4,005
Power purchase contract, net (note 2) 9,945 11,093
Deferred financing costs, net (note 2) 2,208 2,524
--------------- ---------------
Total assets $ 195,072 193,114
=============== ===============
Liabilities and Partners' Capital
Accounts payable and accrued liabilities (notes 5 and 8) $ 18,242 17,578
Amounts due to related parties (note 7) 467 561
Project loans (note 6) 110,955 122,550
--------------- ---------------
Total liabilities 129,664 140,689
Commitments and contingencies (notes 5, 6, and 9)
Partners' capital 65,408 52,425
--------------- ---------------
Total liabilities and partners' capital $ 195,072 193,114
=============== ===============
See accompanying notes to financial statements.
F-7
COSO FINANCE PARTNERS
Statements of Operations
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
------------------ ------------------ ------------------
Revenue:
Energy revenues (notes 2, 7, and 9) $ 75,906 40,190 38,990
Capacity and bonus payments 16,159 13,210 13,429
Interest and other income 1,574 2,928 2,506
------------------ ------------------ ------------------
Total revenue 93,639 56,328 54,925
------------------ ------------------ ------------------
Operating expenses:
Plant operating expenses 9,832 9,010 8,609
Royalty expense (note 5) 12,914 9,950 10,921
Depreciation and amortizatio 10,630 10,222 9,594
------------------ ------------------ ------------------
Total operating expenses 33,376 29,182 29,124
------------------ ------------------ ------------------
Operating income 60,263 27,146 25,801
------------------ ------------------ ------------------
Other expenses:
Interest expense 10,836 11,732 12,493
Amortization of deferred financing costs 315 705 520
------------------ ------------------ ------------------
Total other expenses 11,151 12,437 13,013
------------------ ------------------ ------------------
Net income $ 49,112 14,709 12,788
================== ================== ==================
See accompanying notes to financial statements.
F-8
COSO FINANCE PARTNERS
Statements of Partner'S Capital
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
New CLOC
ESCA Company,
LLC LLC Total
------------------ ------------------ -------------------
Balance at December 31, 1999 $ 27,943 21,419 49,362
Net income 6,854 5,934 12,788
Distributions to partners (8,190) (7,089) (15,279)
------------------ ------------------ -------------------
Balance at December 31, 2000 26,607 20,264 46,871
Net income 7,884 6,825 14,709
Distributions to partners (4,907) (4,248) (9,155)
------------------ ------------------ -------------------
Balance at December 31, 2001 29,584 22,841 52,425
Net income 26,324 22,788 49,112
Distributions to partners (19,365) (16,764) (36,129)
------------------ ------------------ -------------------
Balance at December 31, 2002 $ 36,543 28,865 65,408
================== ================== ===================
See accompanying notes to financial statements.
F-9
COSO FINANCE PARTNERS
Statements of Cash Flows
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
------------------ ----------------- -----------------
Cash flows from operating activities:
Net income $ 49,112 14,709 12,788
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,630 10,222 9,594
Amortization of deferred financing costs 315 705 520
Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses,
and other assets (4,395) (2,774) 4,304
Advances to New CLPSI Company, LLC (5) 67 140
Accounts payable and accrued liabilities 664 1,721 (859)
Amounts due from related parties 8,172 (7,402) 2,548
Amounts due to related parties (94) (136) 133
------------------ ----------------- -----------------
Net cash provided by operating activities 64,399 17,112 29,168
------------------ ----------------- -----------------
Cash flows from investing activities:
Capital expenditures (5,357) (436) (3,643)
Decrease (increase) in restricted cash (7,367) 1,671 2,005
------------------ ----------------- -----------------
Net cash provided by (used in)
investing activities (12,724) 1,235 (1,638)
------------------ ----------------- -----------------
Cash flows from financing activities:
Distributions to partners (36,129) (9,155) (15,279)
Repayment of project financing loans (11,595) (12,434) (16,566)
------------------ ----------------- -----------------
Net cash used in financing
activities (47,724) (21,589) (31,845)
------------------ ----------------- -----------------
Net change in cash and cash equivalents 3,951 (3,242) (4,315)
Cash and cash equivalents at beginning of year 264 3,506 7,821
------------------ ----------------- -----------------
Cash and cash equivalents at end of year $ 4,215 264 3,506
================== ================= =================
Supplemental cash flow disclosure:
Cash paid for interest $ 10,880 11,763 12,532
See accompanying notes to financial statements.
F-10
COSO FINANCE PARTNERS
Notes to Financial Statements
December 31, 2002, 2001, and 2000
(Dollars in thousands)
(1) Organization, Operation, and Business of the Partnership
Coso Finance Partners (CFP or the Partnership) and Coso Finance Partners II
(CFP II) were formed on July 7, 1987 in connection with the refinancing of
the construction of a 30-net-megawatt (NMW) geothermal power plant and the
expansion of that power plant from 30 NMW to approximately 80 NMW,
constructed on behalf of China Lake Joint Venture (CLJV) on land at the
China Lake Naval Air Weapons Station, Coso Hot Springs, China Lake,
California.
CFP acquired the assets and assumed the liabilities of CLJV insofar as they
related to the first turbine generator set of the power plant and the
related geothermal resources. CFP II acquired the assets and assumed the
liabilities of CLJV insofar as they related to the second and third turbine
generator sets, together with the related geothermal resources. The three
turbine generators that comprise the power plant have the capacity to
produce an aggregate of approximately 80 NMWs. CFP and CFP II were formed
as separate entities in order to facilitate bank financing of the completed
power plant and power plants under construction, respectively. In 1988,
CFP II assigned its assets and liabilities to CFP in exchange for a royalty
of 5% of the value of the steam produced.
In May of 1999, CFP merged with CFP II, with CFP surviving as a general
partnership owned by ESCA LLC (ESCA) and New CLOC Company, LLC (New CLOC),
both of which are affiliated Delaware limited liability companies.
The Partnership sells all electricity produced to Southern California
Edison (Edison) under a 24-year power purchase contract (PPC) expiring in
2011. Under the terms of the PPC, Edison makes payments to CFP as follows:
* Contractual payments for energy delivered escalated at an average rate of
approximately 7.6% for the first ten years after the date of firm operation
(scheduled energy price period). After the scheduled energy price period,
the energy payment adjusted to the actual avoided energy cost experienced
by Edison. In August 1997, the Partnership completed the first ten-year
period. At that time, Edison ceased paying the scheduled energy rates. The
average rate of energy paid to the Partnership for the years ended
December 31, 2002, 2001, and 2000 was 4.66, 7.46, and 5.80 cents per
kilowatt (kWh), respectively. Edison entered into an agreement
(the Agreement) with the Partnership on June 19, 2001 that addressed
renewable energy pricing and issues concerning California's energy crisis.
The Agreement, which was amended on November 30, 2001, established May 1,
2002 as the date from which the Partnership receives a fixed energy rate of
5.37 cents per kWh for five (5) years. From January 1, 2002 through
April 30, 2002, CFP elected to receive from Edison a fixed energy rate of
3.25 cents per kWh. Starting May 1, 2002, CFP received 5.37 cents per kWh,
pursuant to the Agreement discussed above. Subsequent to the five-year
period, Edison will be required to make energy payments to the Partnership
based on its avoided cost of energy until its PPC expires. Beyond the
five-year period, the Partnership cannot predict the likely level of
avoided cost of energy prices under the PPC and, accordingly, the revenues
generated by the Partnership could fluctuate significantly;
* Capacity payments which remain fixed over the life of the PPC to the extent
that actual energy delivered exceeds minimum levels of the plant capacity
defined in the PPC; and
* Bonus payments to the extent that actual energy delivered exceeds 85% of
the plant capacity stated in the PPC. In 2002, 2001, and 2000, the bonus
payments aggregated $2,176, $2,237, and $2,250, respectively.
Coso Operating Company LLC (COC), an affiliated Delaware limited liability
company, provides for the operation and maintenance of the geothermal power
facilities and all administrative services through December 31, 2009 pursuant to
certain operation and maintenance agreements with New CLOC, the managing general
partner.
The partnership agreement provides that distributable cash flow is allocated
53.6% and 46.4% to ESCA and New CLOC, respectively. For purposes of allocating
net income to partner's capital accounts, profits and losses are allocated based
on the aforementioned cash flow percentages. For income tax purposes, certain
deductions and credits are subject to special allocations as defined in the
partnership agreements.
(2) Summary of Significant Accounting Policies
Accounts Receivable and Revenue Recognition
Accounts receivable primarily consist of receivables from Edison for
electricity delivered and sold under the PPC. In addition, the U.S. Navy
(Navy) reimburses CFP for electricity paid on their behalf (see note 5). As
of December 31, 2002 and 2001, the balance due from the Navy was $1,300 and
$1,218, respectively.
Operating revenues are recognized as income during the period in which
electricity is delivered to Edison. Revenue was recognized based on the
payment rates scheduled in CFP's PPC with Edison through August 1997. From
August 1997 through December 31, 2001, and subsequent to the five-year
period stated in the Agreement, except for the period January 1, 2002
through April 30, 2002, as discussed in note 1, revenue is recognized based
on Edison's avoided energy cost until the Partnership's PPC expires.
Periodic increases in natural gas prices and imbalances between supply and
demand, among other factors, have at times led to significant increases in
wholesale electricity prices in California. During those periods, Edison
had fixed tariffs with their retail customers that were significantly below
the wholesale prices it paid in California. That resulted in significant
under-recoveries by Edison of its electricity purchase costs. On
January 16, 2001, Edison announced that it was temporarily suspending
payments for energy provided, including the energy provided by the
Partnership, pending a permanent solution to its liquidity crisis.
Subsequently, pursuant to a California Public Utilities Commission (CPUC)
order, Edison resumed making payments to the Partnership beginning with
power generated on March 27, 2001. Edison also made a payment equal to 10%
of the unpaid balance for power generated from November 1, 2000 to
March 26, 2001, and paid interest on the outstanding amount at 7% per
annum. That payment was made pursuant to the Agreement between Edison and
the Partnership described in note 1. The Agreement, as amended, which
received CPUC approval in January of 2002, established the fixed energy
rates discussed above and set payment terms for past due amounts owed to
the Partnership by Edison. Due to the uncertainty surrounding Edison's
ability to make payment on past due amounts, collection was not reasonably
assured and the Partnership did not recognize revenue of $37,253 from
Edison for energy delivered during the period November 1, 2000 through
March 26, 2001. The provision for doubtful accounts previously recorded as
of December 31, 2000 of $15,234 was reclassified as a reduction of revenue
to conform with the 2001 presentation. On March 1, 2002, Edison reached
certain financing milestones and paid the Partnership $37,253 for
electricity generated during the period November 1, 2000 through March 26,
2001. The Partnership recognized revenue for such electricity deliveries in
March 2002.
Fixed Assets and Depreciation
The costs of major additions and betterments are capitalized, while
replacements, maintenance, and repairs which do not improve or extend the
lives of the respective assets are expensed as incurred.
Depreciation of the operating power plant and transmission line is computed
on a straight-line basis over their estimated useful lives of 30 years and,
for significant additions, the remainder of the 30-year life from the
plant's commencement of operations.
Impairment of Long-Lived Assets
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, provides a single
accounting model for long-lived assets to be disposed of. SFAS No. 144 also
changes the criteria for classifying an asset as held for sale; and
broadens the scope of businesses to be disposed of that qualify for
reporting as discontinued operations and changes the timing of recognizing
losses on such operations. The Partnership adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not have a material
impact on the Partnership's financial statements.
In accordance with SFAS No. 144, long-lived assets, such as property,
plant, and equipment, and purchased intangibles subject to amortization,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized
by the amount by which the carrying amount of the asset exceeds the fair
value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated. The assets
and liabilities of a disposed group classified as held for sale would be
presented separately in the appropriate asset and liability sections of the
balance sheet.
Prior to the adoption of SFAS No. 144, the Partnership accounted for
long-lived assets in accordance with SFAS No. 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of.
Wells and Resource Development Costs
Wells and resource development costs include costs incurred in connection
with the exploration and development of geothermal resources. All such
costs, which include dry hole costs, the cost of drilling and equipping
production wells, and administrative and interest costs directly
attributable to the project, are capitalized and amortized over their
estimated useful lives when production commences. The estimated useful
lives of production wells are ten years each; exploration costs and
development costs, other than production wells, are amortized over 30 years
and, for significant additions, the remainder of the 30-year life from the
plant's commencement of operations.
Deferred Plant Overhaul Costs and Well Rework Costs
Plant overhaul costs are deferred and amortized over the estimated period
between overhauls, as these costs extend the useful life of the respective
assets. These deferred costs of $215 and $490 at December 31, 2002 and
2001, respectively, are included in property, plant, and equipment.
Currently, plant overhauls are amortized over three to four years from the
point of completion.
Production and injection rework costs are expensed as incurred. For the
years ended December 31, 2002, 2001, and 2000, such costs were $305, $561,
and $42, respectively.
Reclassifications
Certain balances in prior years have been reclassified to conform to the
presentation adopted in the current year.
Deferred Financing Costs
Deferred financing costs as of December 31, 2002 and 2001 consist of loan
fees and other costs of financing that are amortized over the term of the
related financing. Accumulated amortization at December 31, 2002 and 2001
was $1,913 and $1,598, respectively.
Intangible Asset
Intangible asset as of December 31, 2002 and 2001 consists of the PPC that
is amortized on a straight-line basis over the remaining term of the PPC,
which will expire in 2011. Annual amortization of the PPC is $1,148. The
PPC consists of a gross carrying amount of $14,344, and accumulated
amortization at December 31, 2002 and 2001 was $4,399 and $3,251,
respectively.
Income Taxes
There is no provision for income taxes since such taxes are the
responsibility of the partners. The net difference between the tax bases
and the reported amounts of property, plant, and equipment, net at December
31, 2002 and 2001 was $133,736 and $136,746, respectively.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Partnership considers all
money market instruments purchased with initial maturities of three months
or less to be cash equivalents.
Restricted Cash and Investments
As of December 31, 2002 and 2001, all of the Partnership's investments,
totaling $2,100 in each year, were classified as held to maturity and
reported at amortized cost. Restricted cash and investments include a
capital expenditure reserve and a sinking fund related to a lump-sum
royalty payment of $25,000 to be paid to the Navy in 2009 (see note 5)
totaling $11,957 and $10,894 at December 31, 2002 and 2001, respectively.
This sinking fund account includes $2,100 of various mortgage-backed
securities with maturities in 2007. These mortgage-backed securities mature
as follows: $1,620 on October 24, 2007 and $480 on November 5, 2007.
Restricted cash and investments also includes a sinking fund for the
project debt service required by the project loan (see note 6). The
carrying amount of restricted cash and investments at December 31, 2002 and
2001 approximated fair value, which is based on quoted market prices as
provided by the financial institution which holds the investments.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and partners' capital and disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues, expenses, and allocation of profits
and losses during the period. Actual results could differ significantly
from those estimates.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable,
prepaid expenses and other assets, amounts due from related parties,
accounts payable and accrued liabilities, and amounts due to related
parties approximated fair value as of December 31, 2002 and 2001, because
of the relatively short maturities of these instruments. The project loan
as of December 31, 2002 and 2001 has an estimated fair value of $110,955
and $122,550, respectively, based on the quoted market price of the senior
secured notes (see note 6).
The advances to New CLPSI Company, LLC (see note 3) approximate the fair
value.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, Accounting for Asset Retirement Obligations. This Statement
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs and amends SFAS No. 19, Financial Accounting and Reporting
by Oil and Gas Producing Companies. The Statement requires that the fair
value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of a fair value
can be made, and that the associated asset retirement costs be capitalized
as part of the carrying amount of the long-lived asset. The Statement is
effective for financial statements issued for fiscal years beginning after
June 15, 2002. The effect of this standard on the Partnership's results of
operations and financial position is being evaluated. While it is likely
there will ultimately be material obligations related to the future
retirement of assets such as geothermal plants and transmission lines, the
Partnership cannot currently estimate the financial impact at the date of
adoption as the Partnership has not yet completed its evaluation.
The FASB issued FASB Interpretation No. 45 (FIN 45), Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others. This is an interpretation of FASB Statements No.
5, Accounting for Contingencies, No. 57, Related Party Disclosures, and No.
107, Disclosures about Fair Values of Financial Instruments, and rescission
of FASB Interpretation No. 34, Disclosures of Indirect Guarantees of
Indebtedness of Others. The Interpretation elaborates on the disclosures to
be made by a guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued. The Statement
is being applied prospectively, to guarantees issued or modified after
December 31, 2002. At December 31, 2002, the Partnerships' only guarantees
relate to the project loans (see note 6). This guarantee is not within the
scope of FIN 45. Adoption of the Interpretation is not expected to have an
impact on the Partnership's results of operations or financial position.
(3) Advances to New CLPSI Company, LLC
New CLPSI Company, LLC (CLPSI) is a wholly owned subsidiary of Caithness
Acquisition Company, LLC (CAC). CLPSI purchases, stores, and distributes
spare parts to CFP, Coso Energy Developers (CED) and Coso Power Developers
(CPD), collectively known as the Coso Partnerships. Also, certain other
maintenance facilities utilized by the Coso Partnerships are owned by
CLPSI. CFP's advances to CLPSI fund the purchase of spare parts inventory
and other assets. CLPSI bills the Coso Partnerships for spare parts as
utilized and for use of other facilities at amounts sufficient for CLPSI to
recover its operating costs.
(4) Property, Plant, and Equipment
Property, plant, and equipment at December 31, 2002 and 2001 consist of the
following:
2002 2001
---- ----
Power plant and gathering system $ 155,714 154,506
Transmission line 5,746 5,746
Wells and resource development costs 72,982 68,832
------- -------
234,442 229,084
Less accumulated depreciation and
amortization (98,129) (88,647)
------- -------
$ 136,313 140,437
======= =======
The transmission line costs represent the Partnership's share of the costs
of construction of transmission lines from Inyokern, California to the
Edison substation at Kramer, California and from Kramer to the Edison
substation at Victorville, California.
(5) Royalty Expense
Royalty expense for the years ended December 31, 2002, 2001, and 2000 is
summarized as follows:
2002 2001 2000
---- ---- ----
Unit 1 $ 6,281 4,889 3,824
Units 2 and 3 6,633 5,061 7,097
------ ----- ------
Total $ 12,914 9,950 10,921
====== ===== ======
The Partnership pays a royalty for Unit I through reimbursement of
electricity supplied to the Navy by Edison from electricity generated at
the CFP plant. The reimbursement is based on a pricing formula that is
included in the Navy contract. This formula is largely based upon the
tariff rates charged by Edison, which have recently been increased by the
CPUC. In October 2002 and November 2001, a modification to the calculation
of the reimbursement pricing formula was made to the Navy contract
resulting in a reduction of accrued royalties of $1.3 million and
$6.5 million, respectively. For Units 2 and 3, the Partnership's royalty
expense paid to the Navy is a fixed percentage of electricity sales at 15%
of revenue received by the Partnership through 2003, and will increase to
20% from 2004 through 2009. Discussions with the Navy are continuing to
readjust the formula to reflect recent activity in the local energy market.
In addition, CFP is required to pay the Navy $25,000 in December 2009, the
date the contract expires. The payment is secured by funds placed on
deposit monthly, which funds plus accrued interest will aggregate $25,000.
Currently, the monthly amount to be deposited is approximately $60. The
balance included in accounts payable and accrued liabilities at
December 31, 2002 and 2001 was $12,076 and $11,098, respectively.
(6) Project Loans
On May 28, 1999, Caithness Coso Funding Corp. (Funding Corp.), a wholly
owned subsidiary of the Coso Partnerships, raised $413,000 from an offering
of senior secured notes. Funding Corp. loaned approximately $151,550 to CFP
from the $413,000 debt raised from the offering of senior secured notes on
terms consistent with those of the senior secured notes. The loan consisted
of one note of $29,000 at 6.80% which was paid off on December 15, 2001,
and another of $122,550 at 9.05% which has payments due at various dates
through December 15, 2009.
The annual maturity of the project loan for each year ending December 31 is
as follows:
Amount
------
2003 $ 13,408
2004 10,694
2005 15,100
2006 16,160
2007 17,337
Thereafter 38,256
-------
$ 110,955
=======
The loan contains certain restrictive covenants that, among other things,
limit the Partnership's ability to incur additional indebtedness, release
funds from reserve accounts, make distributions, create liens, and enter
into any transaction of merger or consolidation.
The Partnership, Funding Corp., CPD, and CED are jointly and severally
liable for the repayment of the senior secured notes.
The annual maturity of the senior secured notes for each year ending
December 31 is as follows:
Amount
------
2003 $ 27,618
2004 31,332
2005 35,480
2006 38,286
2007 47,419
Thereafter 101,096
-------
$ 281,231
=======
(7) Related Party Transactions
The amounts due from and to related parties at December 31, 2002 and 2001
consist of the following:
2002 2001
---- ----
Amounts due from related parties:
Coso Operating Company, LLC $ 208 231
CPD for steam sharing 563 7,376
CED for steam sharing 419 1,755
----- -----
$ 1,190 9,362
===== =====
Amounts due to related parties:
Caithness Coso Funding Corp. $ 446 494
Caithness Operating Company, LLC 21 67
----- -----
$ 467 561
===== =====
COC is reimbursed monthly for nonthird-party costs incurred on behalf of
CFP. These costs are comprised principally of direct operating costs of the
CFP geothermal facility, allocable general and administrative costs, and an
operator fee. The amount due from COC relates to advances for payments of
operating expenses. The amount due to COC relates to reimbursements for
payment of operating expenses.
CFP is charged a nonmanaging fee payable to ESCA or its assignee. For the
years ended December 31, 2002, 2001, and 2000, CFP paid $241, $237, and
$234, respectively.
The amount due to Funding Corp. is accrued interest for 15 days in December
related to the project loan (see note 6).
CFP is charged by CLPSI for both its inventory usage and its portion of the
expenses of operating CLPSI. The charges to CFP from CLPSI in 2002, 2001,
and 2000, which are included in plant operating expenses, were
approximately $96, $147, and $43, respectively.
During 1994, the Coso Partnerships entered into steam sharing agreements
under which the partnerships may transfer steam, with the resulting
incremental revenue and royalty expense shared equally by the partnerships.
In the second half of 1995, interconnection facilities between the plants
were completed and the transfer of steam commenced. CFP steam sharing
revenue, net of royalties and other related costs, amounted to $5,801,
$7,938, and $5,962 in 2002, 2001, and 2000, respectively.
(8) Settlement of Litigation
In February 2000, the Coso Partnerships reached a settlement with Edison,
subject to the approval of the CPUC. Approval of the CPUC was received in
December 2000. On March 1, 2002, the cost of the settlement was paid when
the case was dismissed based upon completion of certain obligations under
the settlement agreement.
(9) Commitments and Contingencies
Settlement Agreement Between Edison and the California Public Utilities
Commission
On September 23, 2002, the United States Court of Appeals for the Ninth
Circuit issued an opinion and order on appeal from the district court's
stipulated judgment which affirmed the stipulated judgment in part and
referred questions based on California state law to the California Supreme
Court. The appeals court stated that if the Agreement violated California
state law then the appeals court would be required to void the stipulated
judgment. The California Supreme Court has accepted the 9th Circuit Court
of Appeals request to address the issues referred to it in the September
23rd ruling. Pending the findings of the California Supreme Court on the
matters relating to state law, the Agreement remains in full force and
effect.
Court of Appeals Decision on Line Loss Factor
Edison filed a petition for a writ of review of the January 2001 CPUC
decision, claiming that the "floor" line loss factor of 0.95 for renewable
generators violated Public Utility Regulatory Policies Act of 1978.
Subsequently, the California Court of Appeals issued a decision on
August 20, 2002 in response to the writs affirming the January 2001 CPUC
decision, except for the 0.95 "floor," which it rejected as an abuse of
discretion by the CPUC. The Partnership plans to appeal this decision in
the California Court of Appeals. Based on these decisions it may be
determined that payments between January 2001 and May 2002 that applied the
0.95 minimum line loss factor resulted in overpayments to the Coso
Partnerships and that the Coso Partnerships may have to have future
payments offset by such amounts deemed overpayments. While this matter was
appealed to the California Supreme Court, the petition for review was
denied. The Coso Partnerships are currently evaluating potential actions to
redress this issue. The Coso Partnerships' Agreements set the loss factor
at 1.0 for energy sold between May 2002 through May 2007. CFP cannot
predict whether any subsequent action regarding this matter will be
successful.
Court of Appeals Decision on Retroactive Application of Short Run Avoided
Cost Rates
On March 27, 2001, the CPUC instituted a new formula to measure Edison's
short run avoided costs (SRAC), which is the basis for a portion of the
payments that Edison makes to the Partnership under the PPC. In a decision
dated September 4, 2002, the California Court of Appeals ruled that the
CPUC erred in not considering the possible retroactive application of the
revised SRAC formula to deliveries beginning on December 1, 2000. The
California Court of Appeals remanded the matter back to the CPUC to make
such a consideration.
F-11
Independent Auditors' Report
The Partners and Management Committee
Coso Energy Developers:
We have audited the accompanying balance sheets of Coso Energy Developers as of
December 31, 2002 and 2001, and the related statements of operations, partners'
capital, and cash flows for each of the years in the three-year period ended
December 31, 2002. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coso Energy Developers as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
February 28, 2003
/S/ KPMG, LLP
- -------------
KPMG, LLP
F-12
COSO ENERGY DEVELOPERS
Balance Sheets
December 31, 2002 and 2001
(Dollars in thousands)
Assets 2002 2001
--------------- ---------------
Cash and cash equivalents $ 1,423 --
Restricted cash and investments 6,646 7,368
Accounts receivable, net (note 2) 6,681 2,939
Prepaid expenses and other assets 1,370 849
Amounts due from related parties (note 7) 421 401
Property, plant, and equipment (note 5) 135,853 148,417
Advances to New CLPSI Company, LLC (note 4) 674 789
Investment in Coso Transmission Line Partners (note 3) 2,653 2,738
Power purchase contract, net (note 2) 17,365 18,437
Deferred financing costs, net (note 2) 1,785 2,040
--------------- --------------
Total assets $ 174,871 183,978
=============== ==============
Liabilities and Partners' Capital
Accounts payable and accrued liabilities (note 8) $ 2,076 7,699
Amounts due to related parties (note 7) 26,317 27,267
Project loan (note 6) 89,875 96,250
--------------- --------------
Total liabilities 118,268 131,216
Commitments and contingencies (notes 6 and 9)
Partners' capital 56,603 52,762
--------------- --------------
Total liabilities and partners' capital $ 174,871 183,978
=============== ==============
See accompanying notes to financial statements.
F-13
COSO ENERGY DEVELOPERS
Statements of Operations
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
---------- ---------- ----------
Revenues:
Energy revenues (notes 2, 7, and 9) $ 65,489 31,133 29,052
Capacity and bonus payments 15,763 12,908 13,122
Interest and other income 1,455 3,766 8,125
----------- ---------- ----------
Total revenues 82,707 47,807 50,299
----------- ---------- ----------
Operating expenses:
Plant operating expense 11,748 10,221 12,008
Royalty expense 2,436 5,203 4,045
Depreciation and amortization 14,342 15,972 15,361
----------- ---------- ----------
Total operating expenses 28,526 31,396 31,414
----------- ---------- ----------
Operating income 54,181 16,411 18,885
----------- ---------- ----------
Other expenses:
Interest expense 8,567 8,958 9,174
Amortization of deferred financing costs 255 440 318
----------- ---------- ----------
Total other expenses 8,822 9,398 9,492
----------- ---------- ----------
Net income $ 45,359 7,013 9,393
=========== ========== ==========
See accompanying notes to financial statements.
F-14
COSO ENERGY DEVELOPERS
Statements of Partners' Capital
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
Caithness
Coso New
Holdings, CHIP
LLC Company, LLC Total
------------ ------------ ------------
Balance at December 31, 1999 $ 48,233 31,117 79,350
Distributions to partners (10,139) (9,359) (19,498)
Net income 4,884 4,509 9,393
------------ ------------ -------------
Balance at December 31, 2000 42,978 26,267 69,245
Distributions to partners (12,218) (11,278) (23,496)
Net income 3,647 3,366 7,013
------------ ------------ -------------
Balance at December 31, 2001 34,407 18,355 52,762
Distributions to partners (21,589) (19,929) (41,518)
Net income 23,587 21,772 45,359
------------ ------------ -------------
Balance at December 31, 2002 $ 36,405 20,198 56,603
============ ============ =============
See accompanying notes to financial statements.
F-15
COSO ENERGY DEVELOPERS
Statements of Cash Flows
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
----------- ----------- -----------
Cash flows from operating activities:
Net income $ 45,359 7,013 9,393
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 14,342 15,972 15,361
Amortization of deferred financing costs 255 440 318
Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses,
and other assets (4,263) (2,735) 5,142
Advances to New CLPSI Company, LLC 115 262 177
Accounts payable and accrued liabilities (5,623) 860 158
Amounts due from related parties (20) (36) 396
Amounts due to related parties (950) 2,946 1,861
----------- ----------- ------------
Net cash provided by operating activities 49,215 24,722 32,806
----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (706) (9,698) (2,290)
Investment in Coso Transmission Line Partners 85 133 110
Decrease (increase) in restricted cash 722 7,134 (4,696)
----------- ----------- ------------
Net cash provided by (used in)
investing activities 101 (2,431) (6,876)
----------- ----------- ------------
Cash flows from financing activities:
Distributions to partners (41,518) (23,496) (19,498)
Repayment of project financing loans (6,375) (4,657) (6,993)
----------- ----------- ------------
Net cash used in financing activities (47,893) (28,153) (26,491)
----------- ----------- ------------
Net change in cash and cash equivalents 1,423 (5,862) (561)
Cash and cash equivalents at beginning of year -- 5,862 6,423
----------- ----------- ------------
Cash and cash equivalents at end of year $ 1,423 -- 5,862
=========== =========== ============
Supplemental cash flow disclosure:
Cash paid for interest $ 8,595 8,964 9,187
See accompanying notes to financial statements.
F-16
COSO ENERGY DEVELOPERS
Notes to Financial Statements
December 31, 2002, 2001, and 2000
(Dollars in thousands)
(1) Organization, Operation, and Business of the Partnership
Coso Energy Developers (CED or the Partnership) was founded on March 31,
1988, in connection with financing the construction of a geothermal power
plant on land leased from the U.S. Bureau of Land Management (BLM) at Coso
Hot Springs, China Lake, California. CED is a general partnership owned by
Caithness Coso Holdings, LLC (CCH), a California limited liability company,
and New CHIP Company, LLC (New CHIP), a Delaware limited liability company.
Both CCH and New CHIP are affiliates of CED.
The CED power plants are located on land owned by the BLM. There are
turbine generators located at both the East and West power locks. CED pays
royalties to BLM of 10% of the net value of the steam produced.
The primary BLM geothermal lease had an initial term of ten years ending in
1998 and thereafter is subject to automatic extension until October 31,
2035, so long as geothermal steam is commercially produced. In addition,
the lease may be extended to 2075 at the option of the BLM. Coso Land
Company (CLC), the original leaseholder, retained a 5% overriding royalty
interest based on the value of the steam produced. CLC was a joint venture
between Caithness Acquisition Company, LLC (CAC) and an affiliate to CCH.
The Partnership sells all electricity produced to Southern California
Edison (Edison) under a 30-year power purchase contract (the PPC) expiring
in 2019. Under the terms of the PPC, Edison makes payments to CED as
follows:
* Contractual payments for energy delivered escalated at an average rate
of approximately 7.6% for the first ten years after the date of firm
operation (scheduled energy price period). After the scheduled energy
price period, the energy payment adjusted to the actual avoided energy
cost experienced by Edison. In March 1999, the Partnership completed
the ten-year fixed price payment period and Edison ceased paying the
scheduled energy rates. The average rate of energy paid to the
Partnership for the years ended December 31, 2002, 2001, and 2000 was
4.66, 7.46, and 5.80 cents per kilowatt (kWh), respectively. Edison
entered into an agreement (the Agreement) with the Partnership on
June 19, 2001 that addressed renewable energy pricing and issues
concerning California's energy crisis. The Agreement, which was
amended on November 30, 2001, established May 1, 2002 as the date when
the Partnership will begin receiving a fixed energy rate of 5.37 cents
per kwh for five (5) years. From January 1, 2002 through April 30,
2002, CED elected to receive from Edison a fixed energy rate of 3.25
cents per kWh. Starting May 1, 2002, CED received 5.37 cents per kWh,
pursuant to the Agreement discussed above. Subsequent to the five-year
period, Edison will be required to make energy payments to the
Partnership based on its avoided cost of energy until its PPC expires.
Beyond the five-year period, the Partnership cannot predict the likely
level of avoided cost of energy prices under the PPC and, accordingly,
the revenues generated by the Partnership could fluctuate
significantly;
* Capacity payments which remain fixed over the life of the PPC to the
extent that actual energy delivered exceeds minimum levels of the
plant capacity defined in the PPC; and
* Bonus payments to the extent that actual energy delivery exceeds 85%
of the plant capacity stated in the PPC. In 2002, 2001, and 2000, the
bonus payments aggregated $2,126, $2,194, and $2,230, respectively.
Coso Operating Company LLC (COC), an affiliated Delaware limited liability
company, provides for the operation and maintenance of the geothermal power
facilities and all administrative services through December 31, 2009
pursuant to certain operation and maintenance agreements, with New CHIP the
managing general partner.
The partnership agreement provides that distributable cash is allocated 48%
to New CHIP and 52% to CCH. For purposes of allocating net income to
partners' capital accounts, profits and losses are allocated based on the
aforementioned cash flow percentages. For income tax purposes, certain
deductions and credits are subject to special allocations as defined in the
partnership agreement.
(2) Summary of Significant Accounting Policies
Accounts Receivable and Revenue Recognition
Accounts receivable primarily consist of receivables from Edison for
electricity delivered and sold under the PPC. Operating revenues are
recognized as income during the period in which electricity is delivered to
Edison. Revenue was recognized based on the payment rates scheduled in
CED's PPC with Edison through March 1999. From March 1999 through December
31, 2001, and subsequent to the five-year period stated in the Agreement,
except for the period January 1, 2002 through April 30, 2002, as discussed
in note 1, revenue is recognized based on Edison's avoided energy cost,
until the Partnership's PPC expires.
Periodic increases in natural gas prices and imbalances between supply and
demand, among other factors, have at times led to significant increases in
wholesale electricity prices in California. During those periods, Edison
had fixed tariffs with their retail customers that were significantly below
the wholesale prices it paid in California. That resulted in significant
under-recoveries by Edison of its electricity purchase costs. On
January 16, 2001, Edison announced that it was temporarily suspending
payments for energy provided, including the energy provided by the
Partnership, pending a permanent solution to its liquidity crisis.
Subsequently, pursuant to a California Public Utilities Commission (CPUC)
order, Edison resumed making payments to the Partnership beginning with
power generated on March 27, 2001. Edison also made a payment equal to 10%
of the unpaid balance for power generated from November 1, 2000 to
March 26, 2001 and paid interest on the outstanding amount at 7% per annum.
That payment was made pursuant to the Agreement between Edison and the
Partnership described in note 1. The Agreement, as amended, which received
CPUC approval in January 2002, established the fixed energy rates discussed
above and set payment terms for past due amounts owed to the Partnership by
Edison. Due to the uncertainty surrounding Edison's ability to make payment
on past due amounts, collection was not reasonably assured and the
Partnership did not recognize revenue of $37,068 from Edison for energy
delivered during the period November 1, 2000 through March 26, 2001. The
provision for doubtful accounts previously recorded as of December 31, 2000
of $15,279 was reclassified as a reduction of revenue to conform with the
2001 presentation. On March 1, 2002, Edison reached certain financing
milestones and paid the Partnership $37,068 for electricity generated
during the period November 1, 2000 through March 26, 2001. The Partnership
recognized revenue for such electricity deliveries in March 2002.
Fixed Assets and Depreciation
The costs of major additions and betterments are capitalized, while
replacements, maintenance and repairs, which do not improve or extend the
life of the respective assets, are expensed as incurred.
Depreciation of the power plant and transmission line is computed on a
straight-line basis over their estimated useful lives of 30 years and, for
significant additions, the remainder of the 30-year life from the plant's
commencement of operations.
Impairment of Long-Lived Assets
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, provides a single
accounting model for long-lived assets to be disposed of. SFAS No. 144 also
changes the criteria for classifying an asset as held for sale; and
broadens the scope of businesses to be disposed of that qualify for
reporting as discontinued operations and changes the timing of recognizing
losses on such operations. The Partnership adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not have a material
impact on the Partnership's financial statements.
In accordance with SFAS No. 144, long-lived assets, such as property,
plant, and equipment, and purchased intangibles subject to amortization,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized
by the amount by which the carrying amount of the asset exceeds the fair
value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated. The assets
and liabilities of a disposed group classified as held for sale would be
presented separately in the appropriate asset and liability sections of the
balance sheet.
Prior to the adoption of SFAS No. 144, the Partnership accounted for
long-lived assets in accordance with SFAS No. 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of.
Wells and Resource Development Costs
Wells and resource development costs include costs incurred in connection
with the exploration and development of geothermal resources. All such
costs, which include dry hole costs, the cost of drilling and equipping
production wells, and administrative and interest costs directly
attributable to the project are capitalized and amortized over their
estimated useful lives when production commences. The estimated useful
lives of production wells are 10 years each; exploration costs and
development costs, other than production wells, are amortized over 30 years
and, for significant additions, the remainder of the 30-year life from the
plant's commencement of operations.
Deferred Plant Overhaul Costs and Well Rework Costs
Plant overhaul costs are deferred and amortized over the estimated period
between overhauls as these costs extend the life of the respective assets.
These deferred costs of $641 and $519 at December 31, 2002 and 2001,
respectively, are included in property, plant, and equipment. Currently,
plant overhauls are amortized over three years from the point of
completion.
Production and injection rework costs are expensed as incurred during the
year. For the years ended December 31, 2002, 2001, and 2000, such costs
were $0, $160, and $653, respectively.
Reclassifications
Certain balances in prior years have been reclassified to conform to the
presentation adopted in the current year.
Deferred Financing Costs
Deferred financing costs as of December 31, 2002 and 2001 consist of loan
fees and other costs of financing that are amortized over the term of the
related financing. Accumulated amortization at December 31, 2002 and 2001
was $1,247 and $992, respectively.
Intangible Asset
Intangible asset as of December 31, 2002 and 2001 consists of the PPC that
is amortized on a straight-line basis over the remaining term of the PPC,
which will expire in 2019. Annual amortization of the PPC is $1,072. The
PPC consists of a gross carrying amount of $21,443, and accumulated
amortization at December 31, 2002 and 2001 was $4,078 and $3,006,
respectively.
Income Taxes
There is no provision for income taxes since such taxes are the
responsibility of the partners. The net difference between the tax bases
and the reported amounts of property, plant, and equipment, net at December
31, 2002 and 2001 was $129,298 and $139,797, respectively.
Cash and Cash Equivalents
For purposes of the statements of cash flows, CED considers all money
market instruments purchased with an initial maturity of three months or
less to be cash equivalents.
Restricted Cash and Investments
As of December 31, 2002 and 2001, all of the Partnership's investments were
classified as held to maturity and reported at amortized cost. Included in
restricted cash and investments are capital expenditure reserves and
sinking fund requirements for the project debt service required by the
project loan (see note 6). The carrying amount of restricted cash and
investments at December 31, 2002 and 2001 approximated fair value, which is
based on quoted market prices as provided by the financial institution
which holds the investments.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and partners' capital and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues, expenses, and the allocation of
profits and losses during the period. Actual results could differ
significantly from those estimates.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable,
prepaid expenses and other assets, amounts due from related parties,
accounts payable and accrued liabilities, and amounts due to related
parties approximated fair value as of December 31, 2002 and 2001, because
of the relatively short maturity of these instruments. The project loan as
of December 31, 2002 and 2001 has an estimated fair value of $89,875 and
$96,250, respectively, based on the quoted market price of the senior
secured notes (see note 6).
The investment in Coso Transmission Line Partners (see note 3) and advances
to New CLPSI Company, LLC (see note 4) approximate the fair value.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, Accounting for Asset Retirement Obligations. This Statement
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs and amends SFAS No. 19, Financial Accounting and Reporting
by Oil and Gas Producing Companies. The Statement requires that the fair
value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of a fair value
can be made, and that the associated asset retirement costs be capitalized
as part of the carrying amount of the long-lived asset. The Statement is
effective for financial statements issued for fiscal years beginning after
June 15, 2002. The effect of this standard on the Partnership's results of
operations and financial position is being evaluated. While it is likely
there will ultimately be material obligations related to the future
retirement of assets such as geothermal plants and transmission lines, the
Partnership cannot currently estimate the financial impact at the date of
adoption as the Partnership has not yet completed its evaluation.
The FASB issued FASB Interpretation No. 45 (FIN 45), Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others. This is an interpretation of FASB SFAS No. 5,
Accounting for Contingencies, SFAS No. 57, Related Party Disclosures, and
SFAS No. 107, Disclosures about Fair Value of Financial Instruments, and
rescission of FASB Interpretation No. 34, Disclosures of Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has
issued. The Interpretation is being applied prospectively to guarantees
issued or modified after December 31, 2002. At December 31, 2002, the
Partnership's only guarantees relate to the project loan (see note 6). This
guarantee is not within the scope of FIN 45. Adoption of the Interpretation
is not expected to have an impact on the Partnership's results of
operations or financial position.
(3) Investment in Coso Transmission Line Partners
Coso Transmission Line Partners (CTLP) is a partnership owned 46.67% by CED
and 53.33% by Coso Power Developers (CPD) which owns the transmission line
and facilities connecting the power plants owned by CED and CPD to the
transmission line owned by Edison, at Inyokern, California, located
28 miles south of the plants. CTLP charges CED and CPD for the use of the
transmission line at amounts sufficient for CTLP to recover its operating
costs. These charges are recorded by CED as operating expenses and
reflected as a reduction in CED's investment in CTLP.
(4) Advances to New CLPSI Company, LLC
New CLPSI Company, LLC (CLPSI) is a wholly owned subsidiary of CAC. CLPSI
purchases, stores, and distributes spare parts to CED, CPD, and Coso
Finance Partners (CFP), collectively known as the Coso Partnerships. Also,
certain other maintenance facilities utilized by the Coso Partnerships are
owned by CLPSI. CED's advances to CLPSI fund the purchase of spare parts
inventory and other assets. CLPSI bills the Coso Partnerships for spare
parts as utilized and for use of the other facilities at amounts sufficient
for CLPSI to recover its operating costs.
(5) Property, Plant, and Equipment
Property, plant, and equipment at December 31, 2002 and 2001 consist of the
following:
2002 2001
-------- --------
Power plant and gathering system $ 147,896 146,631
Transmission line 9,120 9,120
Wells and resources development costs 90,896 91,452
------- -------
247,912 247,203
Less accumulated depreciation and amortization (112,059) (98,786)
------- -------
$ 135,853 148,417
======= =======
The transmission line costs represent the Partnership's share of the costs
of construction of transmission lines from Inyokern, California to the
Edison substation at Kramer, California and from Kramer to the Edison
substation at Victorville, California.
(6) Project Loans
On May 28, 1999, Caithness Coso Funding Corp. (Funding Corp.), a wholly
owned subsidiary of the Coso Partnerships raised $413,000 from an offering
of senior secured notes. Funding Corp. loaned approximately $107,900 to CED
from the $413,000 debt raised from the offering of senior secured notes on
terms consistent with those of the senior secured notes. The loan consisted
of one note of $11,650 at 6.80% which was paid off on December 15, 2001 and
another of $96,250 at 9.05%, which has payments due at various dates
through December 15, 2009.
The annual maturity of the project loan for each year ending December 31 is
as follows:
Amount
------
2003 $ 5,055
2004 9,920
2005 8,683
2006 10,388
2007 17,552
Thereafter 38,277
------
$ 89,875
======
The loan contains certain restrictive covenants that, among other things,
limit the Partnership's ability to incur additional indebtedness, release
funds from reserve accounts, make distributions, create liens, and enter
into any transaction of merger or consolidation.
The Partnership, Funding Corp., CPD, and CFP are jointly and severally
liable for the repayment of the senior secured notes.
The annual maturity of the senior secured notes for each year ending
December 31 is as follows:
Amount
------
2003 $ 27,618
2004 31,332
2005 35,480
2006 38,286
2007 47,419
Thereafter 101,096
-------
$ 281,231
=======
(7) Related Party Transactions
The amounts due from and to related parties at December 31, 2002 and 2001
consist of the following:
2002 2001
---- ----
Amounts due from related parties:
Coso Land Company:
Principal $ 141 141
Accrued interest 280 260
------ ------
$ 421 401
====== ======
Amounts due to related parties:
CPD for steam sharing $ 15 283
CFP for steam sharing 563 1,755
Coso Land Company 24,995 24,214
Caithness Coso Funding Corp. 361 392
Coso Operating Company, LLC 337 555
Caithness Operating Company, Inc. 46 68
------ ------
$ 26,317 27,267
====== ======
COC is reimbursed monthly for nonthird-party costs incurred on behalf of
CED. These costs are comprised principally of direct operating costs of CED
geothermal facility, allocable general and administrative costs, and an
operator fee. The amount due to COC relates to reimbursements for payments
of operating expenses.
CED is charged a nonmanaging fee payable to CCH or its assignee. For the
years ended December 31, 2002, 2001, and 2000, CED paid $241, $237, and
$234, respectively.
As indicated in note 1, CLC is entitled to a royalty of 5% of the value of
steam used by CED to produce the electricity sold to Edison. The royalty
due CLC for the years ended December 31, 2002, 2001, and 2000 was $781,
$1,684, and $1,195, respectively. Payment of royalties due to CLC is
subordinated to payment of the project loan (see note 6).
CED is charged for its use of the transmission line owned by CTLP. The
amount of such net charges, which are included in plant operating expenses,
were $113, $114, and $157 for the years ended December 31, 2002, 2001, and
2000, respectively.
CED is charged by CLPSI for both its inventory usage and its portion of the
expenses of operating CLPSI. The 2002, 2001, and 2000 costs charged to CED
from CLPSI, which are included in plant operating expenses, were
approximately $126, $324, and $359, respectively.
The amount due to Funding Corp. represents accrued interest for 15 days in
December related to the project loan (see note 6).
On December 16, 1992, CED retired CLC's promissory note due CalEnergy
Company, Inc., resulting in the loan from CED to CLC of $141. Interest was
accrued on this loan for the years ended December 31, 2002, 2001, and 2000
at 5%, 10%, and 10%, respectively. Interest on the note was $20, $36, and
$34 in 2002, 2001, and 2000, respectively.
During 1994, the Coso Partnerships entered into steam sharing agreements
under which the partnerships may transfer steam, with the resulting
incremental revenue and royalty expense shared equally by the partnerships.
In the second half of 1995, interconnection facilities between the plants
were completed and the transfer of steam commenced. CED steam sharing
resulted in an expense, net of royalties, and other related costs for the
years ended December 31, 2002, 2001, and 2000 of $546, $1,085, and $2,712,
respectively.
(8) Settlement of Litigation
In February 2000, the Coso Partnerships reached a settlement with Edison,
subject to the approval of the CPUC. Approval of the CPUC was received in
December 2000. On March 1, 2002, the cost of the settlement was paid when
the case was dismissed based upon completion of certain obligations under
the settlement agreements.
(9) Commitments and Contingencies
Settlement Agreement between Edison and the California Public Utilities
Commission
On September 23, 2002, the United States Court of Appeals for the Ninth
Circuit issued an opinion and order on appeal from the district court's
stipulated judgment which affirmed the stipulated judgment in part and
referred questions based on California state law to the California Supreme
Court. The appeals court stated that if the Agreement violated California
state law then the appeals court would be required to void the stipulated
judgment. The California Supreme Court has accepted the 9th Circuit Court
of Appeals request to address the issues referred to it in the September
23rd ruling. Pending the findings of the California Supreme Court on
matters relating to state law, the Agreement remains in full force and
effect.
Court of Appeals Decision on Line Loss Factor
Edison filed a petition for a writ of review of the January 2001 CPUC
decision, claiming that the "floor" line loss factor of 0.95 for renewable
generators violated Public Utility Regulatory Policies Act of 1978.
Subsequently, the California Court of Appeals issued a decision on August
20, 2002 in response to the writs affirming the January 2001 CPUC decision,
except for the 0.95 "floor," which it rejected as an abuse of discretion by
the CPUC. Based on these decisions it may be determined that payments
between January 2001 and May 2002 that applied the 0.95 minimum line loss
factor resulted in overpayments to the Coso Partnerships and that the Coso
Partnerships may have future payments offset by such amounts deemed
overpayments. While this matter was appealed to the California Supreme
Court, the petition for review was denied. The Coso Partnerships are
currently evaluating potential actions to redress this issue. The Coso
Partnerships' Agreements set the loss factor at 1.0 for energy sold between
May 2002 through May 2007. CED cannot predict whether any subsequent action
regarding this matter will be successful.
Court of Appeals Decision on Retroactive Application of Short Run Avoided
Cost Rates
On March 27, 2001, the CPUC instituted a new formula to measure Edison's
short run avoided costs (SRAC), which is the basis for a portion of the
payments that Edison makes to the Partnership under the PPC. In a decision
dated September 4, 2002, the California Court of Appeals ruled that the
CPUC erred in not considering the possible retroactive application of the
revised SRAC formula to deliveries beginning on December 1, 2000. The
California Court of Appeals remanded the matter to the CPUC to make such a
consideration.
F-17
Independent Auditors' Report
The Partners and Management Committee
Coso Power Developers:
We have audited the accompanying balance sheets of Coso Power Developers as of
December 31, 2002 and 2001, and the related statements of operations, partners'
capital, and cash flows for each of the years in the three-year period ended
December 31, 2002. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coso Power Developers as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America.
February 28, 2003
/s/ KPMG, LLP
- -------------
KPMG, LLP
F-18
COSO POWER DEVELOPERS
Balance Sheets
December 31, 2002 and 2001
(Dollars in thousands)
Assets 2002 2001
-------------- --------------
Cash and cash equivalents $ 824 --
Restricted cash and investments 10,855 5,517
Accounts receivable, net (note 2) 7,234 3,210
Prepaid expenses and other assets 1,111 660
Amounts due from related parties (note 7) 5,902 6,139
Property, plant, and equipment, net (note 5) 116,192 124,665
Advances to New CLPSI Company, LLC (note 4) 1,911 1,913
Investment in Coso Transmission Line Partners (note 3) 3,260 3,398
Power purchase contract, net (note 2) 20,026 22,820
Deferred financing costs, net (note 2) 1,519 1,736
-------------- --------------
Total assets $ 168,834 170,058
=============== ==============
Liabilities and Partners' Capital
Accounts payable and accrued liabilities (note 8) $ 2,314 15,860
Amounts due to related parties (note 7) 758 7,778
Project loans (note 6) 80,401 84,200
--------------- --------------
Total liabilities 83,473 107,838
Commitments and contingencies (notes 6 and 9)
Partners' capital 85,361 62,220
--------------- --------------
Total liabilities and partners' capital $ 168,834 170,058
=============== ==============
See accompanying notes to financial statements.
F-19
COSO POWER DEVELOPERS
Statements of Operations
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
------------------ ------------------ ------------------
Revenues:
Energy revenues (notes 2, 7, and 9) $ 63,756 23,411 29,859
Capacity and bonus payments 15,836 12,978 13,195
Interest and other income 894 2,883 2,868
------------------ ------------------ ------------------
Total revenues 80,486 39,272 45,922
------------------ ------------------ ------------------
Operating expenses:
Plant operating expense 10,304 9,679 9,409
Royalty expense 6,961 9,377 10,104
Depreciation and amortization 12,163 15,352 15,070
------------------ ------------------ ------------------
Total operating expenses 29,428 34,408 34,583
------------------ ------------------ ------------------
Operating income 51,058 4,864 11,339
------------------ ------------------ ------------------
Other expenses:
Interest expense 7,538 8,128 9,130
Amortization of deferred financing costs 217 1,119 769
------------------ ------------------ ------------------
Total other expenses 7,755 9,247 9,899
------------------ ------------------ ------------------
Net income (loss) $ 43,303 (4,383) 1,440
================== ================== ==================
See accompanying notes to financial statements.
F-20
COSO POWER DEVELOPERS
Statements of Partners' Capital
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
Caithness
Navy II New
Group, CTC
LLC Company, LLC Total
------------------- ------------------ -------------------
Balance at December 31, 1999 $ 53,395.5 50,935.5 104,331.0
Distributions to partners (9,174.0) (9,174.0) (18,348.0)
Net income 720.0 720.0 1,440.0
------------------- ------------------ -------------------
Balance at December 31, 2000 44,941.5 42,481.5 87,423.0
Distributions to partners (10,410.0) (10,410.0) (20,820.0)
Net loss (2,191.5) (2,191.5) (4,383.0)
------------------- ------------------ -------------------
Balance at December 31, 2001 32,340.0 29,880.0 62,220.0
Distributions to partners (10,081.0) (10,081.0) (20,162.0)
Net income 21,651.5 21,651.5 43,303.0
------------------- ------------------ -------------------
Balance at December 31, 2002 $ 43,910.5 41,450.5 85,361.0
=================== ================== ===================
See accompanying notes to financial statements.
F-21
COSO POWER DEVELOPERS
Statements of Cash Flows
Years ended December 31, 2002, 2001, and 2000
(Dollars in thousands)
2002 2001 2000
---------------- ---------------- ----------------
Cash flows from operating activities:
Net income (loss) $ 43,303 (4,383) 1,440
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 12,163 15,352 15,070
Amortization of deferred financing costs 217 1,119 769
Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses, and other assets (4,475) (2,992) 19,662
Advances to New CLPSI Company, LLC 2 50 135
Accounts payable and accrued liabilities (13,546) 3,582 115
Amounts due from related parties 237 (186) 1,105
Amounts due to related parties (7,020) 5,962 (1,409)
---------------- ---------------- ----------------
Net cash provided by operating activities 30,881 18,504 36,887
---------------- ---------------- ----------------
Cash flows from investing activities:
Capital expenditures (896) (276) (1,700)
Investment in Coso Transmission Line Partners 138 130 132
(Increase) decrease in restricted cash (5,338) 4,697 44,124
---------------- ---------------- ----------------
Net cash (used in) provided by investing activities (6,096) 4,551 42,556
---------------- ---------------- ----------------
Cash flows from financing activities:
Distributions to partners (20,162) (20,820) (18,348)
Repayment of project financing loan (3,799) (9,976) (59,374)
---------------- ---------------- ----------------
Net cash used in financing activities (23,961) (30,796) (77,722)
---------------- ---------------- ----------------
Net change in cash and cash equivalents 824 (7,741) 1,721
Cash and cash equivalents at beginning of year -- 7,741 6,020
---------------- ---------------- ----------------
Cash and cash equivalents at end of year $ 824 -- 7,741
================ ================ ================
Supplemental cash flow disclosure:
Cash paid for interest $ 7,551 8,154 9,183
See accompanying notes to financial statements.
F-22
COSO POWER DEVELOPERS
Notes to Financial Statements
December 31, 2002, 2001, and 2000
(Dollars in thousands)
(1) Organization, Operation, and Business of the Partnership
Coso Power Developers (CPD or the Partnership) was formed on July 31, 1989
in connection with financing the construction of a geothermal power plant
on land at the China Lake Naval Air Weapons Station at Coso Hot Springs,
China Lake, California. CPD is a general partnership between Caithness
Navy II Group LLC (Navy II), and New CTC Company, LLC (New CTC), both of
which are affiliated Delaware limited liability companies.
The power plant is located on land owned by the U.S. Navy. Under the terms
of a 30-year contract with the U.S. Navy to develop geothermal energy on
its land, CPD pays a royalty to the U.S. Navy which was initially 4% of
revenues, increased to 10% of revenues at December 31, 1998, and is
currently 18% of revenues (as of December 24, 1999). The royalty will
increase to 20% of revenues after December 15, 2004. The U.S. Navy contract
will expire in 2010.
The Partnership sells all electricity produced to Southern California
Edison (Edison) under a 20-year power purchase contract (the PPC) expiring
in 2010. Under the terms of the PPC, Edison makes payments to CPD as
follows:
* Contractual payments for energy delivered escalated at an average rate of
approximately 7.6% for the first ten years after the date of firm operation
(scheduled energy price period). The scheduled energy price period extended
until January 2000. After the scheduled energy price period, the energy
payment adjusted to the actual avoided energy cost experienced by Edison.
The average energy paid to the Partnership for the years ended December 31,
2002, 2001, and 2000, was 4.66, 7.46, and 5.80 cents per kilowatt (kWh),
respectively. Edison entered into an agreement (the Agreement) with the
Partnership on June 19, 2001 that addressed renewable energy pricing and
issues concerning California's energy crisis. The Agreement, which was
amended on November 30, 2001, established May 1, 2002 as the date from
which the Partnership receives a fixed energy rate of 5.37 cents per kWh
for five (5) years. From January 1, 2002 through April 30, 2002, CPD
elected to receive from Edison a fixed energy rate of 3.25 cents per kWh.
Starting May 1 2002, CPD received 5.37 cents per kWh, pursuant to the
Agreement discussed above. Subsequent to the five-year period, Edison will
be required to make energy payments to the Partnership based on its avoided
cost of energy until its PPC expires. Beyond the five-year period, the
Partnership cannot predict the likely level of avoided cost of energy
prices under the PPC and, accordingly, the revenues generated by the
Partnership could fluctuate significantly;
* Capacity payments which remain fixed over the life of the PPC to the extent
that actual energy delivered exceeds minimum levels of the plant capacity
defined in the PPC; and
* Bonus payments to the extent that actual energy delivered exceeds 85% of
the plant capacity stated in the PPC. In 2002, 2001, and 2000, the bonus
payments aggregated $2,138, $2,248, and $2,248, respectively.
Coso Operating Company LLC (COC), an affiliated Delaware limited liability
company provides for the operation and maintenance of the geothermal power
facilities and all administrative services through December 31, 2009
pursuant to certain operation and maintenance agreements with New CTC, the
managing general partner.
The partnership agreement provides that cash flows are allocated 50% each
to New CTC and Navy II. For purposes of allocating net income to partners'
capital accounts and for income tax purposes, profits and losses are
allocated based on the aforementioned cash flow percentages.
(2) Summary of Significant Accounting Policies
Accounts Receivable and Revenue Recognition
Accounts receivable primarily consists of receivables from Edison for
electricity delivered and sold under the PPC. Operating revenues are
recognized as income during the period in which electricity is delivered to
Edison. Revenue was recognized based on the payment rates scheduled in
CPD's PPC with Edison, through January 2000. From January 2000 through
December 31, 2001, and subsequent to the five-year period stated in the
Agreement except for the period January 1, 2002 through April 30, 2002, as
discussed in note 1, revenue is recognized based on Edison's avoided energy
cost, until the Partnership's PPC expires.
Periodic increases in natural gas prices and imbalances between supply and
demand, among other factors, have at times led to significant increases in
wholesale electricity prices in California. During those periods, Edison
had fixed tariffs with its retail customers that were significantly below
the wholesale prices it paid in California. That resulted in significant
under-recoveries by Edison of its electricity purchase costs. On
January 16, 2001, Edison announced that it was temporarily suspending
payments for energy provided, including the energy provided by the
Partnership, pending a permanent solution to its liquidity crisis.
Subsequently, pursuant to a California Public Utilities Commission (CPUC)
order, Edison resumed making payments to the Partnership beginning with
power generated on March 27, 2001. Edison also made a payment equal to 10%
of the unpaid balance for power generated from November 1, 2000 to
March 26, 2001 and paid interest on the outstanding amount at 7% per annum.
That payment was made pursuant to the Agreement between Edison and the
Partnership described in note 1. The Agreement, as amended, which received
CPUC approval in January 2002, established the fixed energy rates discussed
above and set payment terms for past due amounts owed to the Partnership by
Edison. Due to the uncertainty surrounding Edison's ability to make payment
on past due amounts, collection was not reasonably assured and the
Partnership did not recognize revenue of $38,045 from Edison for energy
delivered during the period November 1, 2000 through March 26, 2001. The
provision for doubtful accounts previously recorded as of December 31, 2000
of $15,312 was reclassified as a reduction of revenue to conform with the
2001 presentation. On March 1, 2002, Edison reached certain financing
milestones and paid the Partnership $38,045 for electricity generated
during the period November 1, 2000 through March 26, 2001. The Partnership
recognized revenues for such electricity deliveries in March 2002.
Fixed Assets and Depreciation
The costs of major additions and betterments are capitalized, while
replacements, maintenance, and repairs which do not improve or extend the
life of the respective assets are expensed as incurred.
Depreciation of the power plant and transmission line is computed on a
straight-line basis over their estimated useful life of 30 years and, for
significant additions, the remainder of the 30-year life from the plant's
commencement of operations.
Impairment of Long-Lived Assets
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, provides a single
accounting model for long-lived assets to be disposed of. SFAS No. 144 also
changes the criteria for classifying an asset as held for sale; and
broadens the scope of businesses to be disposed of that qualify for
reporting as discontinued operations and changes the timing of recognizing
losses on such operations. The Partnership adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not have a material
impact on the Partnership's financial statements.
In accordance with SFAS No. 144, long-lived assets, such as property,
plant, and equipment, and purchased intangibles subject to amortization,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized
by the amount by which the carrying amount of the asset exceeds the fair
value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated. The assets
and liabilities of a disposed group classified as held for sale would be
presented separately in the appropriate asset and liability sections of the
balance sheet.
Prior to the adoption of SFAS No. 144, the Partnership accounted for
long-lived assets in accordance with SFAS No. 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of.
Wells and Resource Development Costs
Wells and resource development costs include costs incurred in connection
with the exploration and development of geothermal resources. All such
costs, which include dry hole costs, the costs of drilling and equipping
production wells, and administrative and interest costs directly
attributable to the project, are capitalized and amortized over their
estimated useful lives when production commences. The estimated useful
lives of production wells are ten years each; exploration costs and
development costs, other than production wells, are amortized over 30 years
and, for significant additions, the remainder of the 30-year life from the
plant's commencement of operations.
Deferred Plant Overhaul Costs and Well Rework Costs
Plant overhaul costs are deferred and amortized over the estimated period
between overhauls, as these costs extend the useful lives of the respective
assets. These deferred costs of $102 and $281 at December 31, 2002 and
2001, respectively, are included in property, plant, and equipment.
Currently, plant overhauls are amortized over three years from the point of
completion.
Production and injection rework costs are expensed as incurred. For the
years ended December 31, 2002, 2001, and 2000, such costs were $328, $533,
and $32, respectively.
Reclassifications
Certain balances in prior years have been reclassified to conform to the
presentation adopted in the current year.
Deferred Financing Costs
Deferred financing costs as of December 31, 2002 and 2001 consist of loan
fees and other costs of financing that are amortized over the term of the
related financing. Accumulated amortization at December 31, 2002 and 2001
was $2,656 and $2,439, respectively.
Intangible Assets
Intangible assets as of December 31, 2002 and 2001 consist of the PPC which
is amortized on a straight-line basis over the remaining term of the PPC,
which will expire in 2010. Annual amortization of the PPC is $2,794. The
PPC consists of a gross carrying amount of $30,738, and accumulated
amortization at December 31, 2002 and 2001 was $10,712 and $7,918,
respectively.
Income Taxes
There is no provision for income taxes since such taxes are the
responsibility of the partners. The net difference between the tax bases
and the reported amounts of property, plant, and equipment, net at December
31, 2002 and 2001 was $112,584 and $119,671, respectively.
Cash and Cash Equivalents
For purposes of the statements of cash flows, CPD considers all money
market instruments purchased with initial maturities of three months or
less to be cash equivalents.
Restricted Cash and Investments
As of December 31, 2002 and 2001, all of the Partnership's investments were
classified as held to maturity and reported at amortized cost. Included in
restricted cash and investments are capital expenditure reserves and
sinking fund requirements for the project debt service required by the
project loans (see note 6). The carrying amount of restricted cash and
investments at December 31, 2002 and 2001 approximated fair value, which is
based on quoted market prices as provided by the financial institution
which holds the investments.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, partners' capital, and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues, expenses, and the allocation of
profits and losses during the reportable period. Actual results could
differ significantly from those estimates.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable,
prepaid expenses and other assets, amounts due from related parties,
accounts payable and accrued liabilities, and amounts due to related
parties approximated fair value as of December 31, 2002 and 2001, because
of the relatively short maturity of these instruments. The project loans as
of December 31, 2002 and 2001 have an estimated fair value of $80,401 and
$84,200, respectively, based on the quoted market price of the senior
secured notes (see note 6).
The investments in Coso Transmission Line Partners (see note 3) and
advances to New CLPSI Company, LLC (see note 4) approximate fair value.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, Accounting for Asset Retirement Obligations. This Statement
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs and amends FASB No. 19, Financial Accounting and Reporting
by Oil and Gas Producing Companies. The Statement requires that the fair
value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of a fair value
can be made, and that the associated asset retirement costs be capitalized
as part of the carrying amount of the long-lived asset. The Statement is
effective for financial statements issued for fiscal years beginning after
June 15, 2002. The effect of this standard on the Partnerships' results of
operations and financial position is being evaluated. While it is likely
there will ultimately be material obligations related to the future
retirement of assets such as geothermal plants and transmission lines, the
Partnership cannot currently estimate the financial impact at the date of
adoption as the Partnership has not yet completed its evaluation.
The FASB issued FASB Interpretation No. 45 (FIN 45), Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others. This is an interpretation of FASB Statements No.
5, Accounting for Contingencies, No. 57, Related Party Disclosures, and No.
107, Disclosures about Fair Value of Financial Instruments and rescission
of FASB Interpretation No. 34, Disclosures of Indirect Guarantees of
Indebtedness of Others. The Interpretation elaborates on the disclosures to
be made by a guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued. The Statement
is being applied prospectively, to guarantees issued or modified after
December 31, 2002. At December 31, 2002, the Partnerships' only guarantees
relate to the project loans (see note 6). This guarantee is not within the
scope of FIN 45. Adoption of the Interpretation is not expected to have an
impact on the Partnerships' results of operations or financial position.
(3) Investment in Coso Transmission Line Partners
Coso Transmission Line Partners (CTLP) is a partnership owned 53.33% by CPD
and 46.67% by Coso Energy Developers (CED) which owns the transmission line
and facilities connecting the power plants owned by CPD and CED to the
transmission line owned by Edison, at Inyokern, California, located 28
miles south of the plants. CTLP charges CPD and CED for the use of the
transmission line at amounts sufficient for CTLP to recover its operating
costs. These charges are recorded by CPD as operating expenses and
reflected as a reduction in CPD's investment in CTLP.
(4) Advances to New CLPSI Company, LLC
New CLPSI Company, LLC (CLPSI) is a wholly owned subsidiary of Caithness
Acquisition Company, LLC (CAC). CLPSI purchases, stores, and distributes
spare parts to CPD, CED, and Coso Finance Partners (CFP), collectively
known as the Coso Partnerships. Also, certain other maintenance facilities
utilized by the Coso Partnerships are owned by CLPSI. CPD's advances to
CLPSI fund the purchase of spare parts inventory and other assets. CLPSI
bills the Coso Partnerships for spare parts as utilized and for use of the
other facilities at amounts sufficient for CLPSI to recover its operating
costs.
(5) Property, Plant, and Equipment
Property, plant, and equipment at December 31, 2002 and 2001 consist of the
following:
2002 2001
------- -------
Power, plant, and gathering system $ 143,542 142,712
Transmission line 7,245 7,245
Wells and resources development costs 59,761 59,695
------- -------
210,548 209,652
Less accumulated depreciation
and amortization (94,356) (84,987)
------- -------
$ 116,192 124,665
======= =======
The transmission line costs represent the Partnership's share of the costs
of construction of transmission lines from Inyokern, California to the
Edison substation at Kramer, California, and from Kramer to the Edison
substation at Victorville, California.
(6) Project Loans
On May 28, 1999, Caithness Coso Funding Corp. (Funding Corp.) raised
$413,000 from an offering of senior secured notes. Funding Corp. loaned
approximately $153,550 to CPD from the $413,000 debt raised from the
offering of senior secured notes on terms consistent with those of the
senior secured notes. The loan consisted of one note of $69,350 at 6.80%
which was paid off on December 15, 2001 and another note of $84,200 at
9.05% which has payments due at various dates through December 15, 2009.
The annual maturity of the project loans for each year ending December 31
is as follows:
Year ending December 31: Amount
------------------------ ------
2003 $ 9,155
2004 10,718
2005 11,697
2006 11,738
2007 12,530
Thereafter 24,563
------
$ 80,401
======
The loans contain certain restrictive covenants that, among other things,
limit the Partnership's ability to incur additional indebtedness, release
funds from reserve amounts, make distributions, create loans, and enter
into any transaction of merger or consolidation.
The Partnership, Funding Corp., CED, and CFP are jointly and severally
liable for the repayment of the senior secured notes.
The annual maturity of the senior secured notes for each year ending
December 31 is as follows:
Year ending December 31: Amount
------------------------ ------
2003 $ 27,618
2004 31,332
2005 35,480
2006 38,286
2007 47,419
Thereafter 101,096
-------
$ 281,231
=======
(7) Related Party Transactions
The amounts due from and to related parties at December 31, 2002 and 2001
consist of the following:
2002 2001
-------- --------
Amounts due from related parties:
CED for steam sharing $ 15 283
Coso Operating Company, LLC 1,211 1,409
China Lake Joint Venture:
Principal 1,562 1,562
Accrued interest 3,114 2,885
----- -----
$ 5,902 6,139
===== =====
Amounts due to related parties:
CFP for steam sharing $ 419 7,376
Caithness Coso Funding Corp. 323 339
Caithness Operating Company, LLC 16 63
----- -----
$ 758 7,778
===== =====
COC is reimbursed monthly for nonthird-party costs incurred on behalf of
CPD. These costs are comprised principally of direct operating costs of the
CPD geothermal facility, allocable general and administrative costs, and an
operator fee. The amount due from COC relates to advances for payments of
operating expenses.
CPD is charged a nonmanaging fee payable to Navy II or its assignee. For
the years ended December 31, 2002, 2001, and 2000, CPD paid $241, $237, and
$234, respectively.
CPD is charged for its use of the transmission line owned by CTLP. For the
years ended December 31, 2002, 2001, and 2000, the amount of such net
charges was $155, $129, and $179, respectively.
CPD is charged by CLPSI for both its inventory usage and its portion of the
expenses of operating CLPSI. The charges to CPD from CLPSI in 2002, 2001,
and 2000, which are included in plant operating expenses, were
approximately $82, $148, and $318, respectively.
On December 16, 1992, CPD retired China Lake Joint Venture's (CLJV)
promissory note due CalEnergy, resulting in the loan from CPD to CLJV of
$1,562 at December 31, 1992. CLJV is an affiliated venture. Interest has
been accrued on this loan for the years ended December 31, 2002, 2001, and
2000 at 5%, 10.0%, and 10.0%, respectively. Interest on the loan was $229,
$405, and $371 in 2002, 2001, and 2000, respectively.
The amount due to Funding Corp. represents accrued interest for 15 days in
December, related to the project loans (see note 6).
During 1994, the Coso Partnerships entered into steam sharing agreements
under which the partnerships may transfer steam, with the resulting
incremental revenue and royalty expense shared equally by the partnerships.
In the second half of 1995, interconnection facilities between the plants
were completed and the transfer of steam commenced. CPD steam sharing
resulted in an expense, net of royalties and other related costs, of
$5,255, $9,634, and $5,751 for the years ended December 31, 2002, 2001, and
2000, respectively.
(8) Settlement of Litigation
In February 2000, the Coso Partnerships reached a settlement with Edison,
subject to the approval of the CPUC. Approval of the CPUC was received in
December 2000. On March 1, 2002, the cost of the settlement was paid when
the case was dismissed based upon completion of certain obligations under
the settlement Agreements.
(9) Commitments and Contingencies
Settlement Agreement between Edison and the California Public Utilities
Commission
On September 23, 2002, the United States Court of Appeals for the Ninth
Circuit issued an opinion and order on appeal from the district court's
stipulated judgment which affirmed the stipulated judgment in part and
referred questions based on California state law to the California Supreme
Court. The appeals court stated that if the Agreement violated California
state law then the appeals court would be required to void the stipulated
judgment. The California Supreme Court has accepted the 9th Circuit Court
of Appeals request to address the issues referred to it in the September
23rd ruling. Pending the findings of the California Supreme Court on the
matters relating to state law, the Agreement remains in full force and
effect.
Court of Appeals Decision on Line Loss Factor
Edison filed a petition for a writ of review of the January 2001 CPUC
decision, claiming that the "floor" line loss factor of 0.95 for renewable
generators violated Public Utility Regulator Policies Act of 1978.
Subsequently, the California Court of Appeal issued a decision on
August 20, 2002 in response to the writs affirming the January 2001 CPUC
decision, except for the 0.95 "floor," which it rejected as an abuse of
discretion by the CPUC. The Partnership plans to appeal this decision in
the California Court of Appeals. Based on these decisions it may be
determined that payments between January 2001 and May 2002 that applied the
0.95 minimum line loss factor resulted in overpayments to the Coso
Partnerships and that the Coso Partnerships may have to have future
payments offset by such amounts deemed overpayments. While this matter was
appealed to the California Supreme Court, the petition for review was
denied. The Coso Partnerships are currently evaluating potential actions to
redress this issue. The Coso Partnerships' Agreements set the loss factor
at 1.0 for energy sold between May 2002 through May 2007. CPD cannot
predict whether any subsequent action regarding this matter will be
successful.
Court of Appeals Decision on Retroactive Application of Short Run Avoided
Cost Rates
On March 27, 2001, the CPUC instituted a new formula to measure Edison's
short run avoided costs (SRAC), which is the basis for a portion of the
payments that Edison makes to the Partnership under the PPC. In a decision
dated September 4, 2002, the California Court of Appeals ruled that the
CPUC erred in not considering the possible retroactive application of the
revised SRAC formula to deliveries beginning on December 1, 2000. The
California Court of Appeals remanded the matter back to the CPUC to make
such a consideration.
F-23
Quarterly Data (Unaudited)
March 31(a)(b) June 30(a)(c) September 30(a) December 31(a)
-------------- ------------- --------------- --------------
Caithness Coso Funding Corp:
2002
Total revenues $ 6,854 6,856 6,659 6,562
Operating income -- -- -- --
Net income $ -- -- -- --
2001
Total revenues $ 8,601 5,997 7,105 7,117
Operating income -- -- -- --
Net income $ -- -- -- --
2000
Total revenues $ 9,221 7,708 7,671 6,199
Operating income -- -- -- --
Net income $ -- -- -- --
Coso Finance Partners:
2002
Total revenues $ 45,972 15,373 19,897 12,397
Operating income (loss) 38,917 7,152 8,275 5,919
Net income (loss) $ 36,063 4,300 5,528 3,221
2001
Total revenues $ 6,188 24,835 16,833 8,472
Operating income (1,843) 16,498 5,126 7,365
Net income (loss) $ (4,957) 13,397 2,100 4,169
2000
Total revenues $ 9,303 13,483 22,929 9,210
Operating income 3,689 6,958 13,781 1,373
Net income (loss) $ 386 3,709 10,556 (1,863)
Coso Energy Developers:
2002
Total revenues $ 44,122 11,450 16,858 10,277
Operating income (loss) 37,447 3,965 8,145 4,624
Net income (loss) $ 35,203 1,725 5,961 2,470
2001
Total revenues $ 1,445 23,529 15,095 7,738
Operating income (7,730) 15,595 7,735 811
Net income (loss) $ (10,066) 13,264 5,431 (1,616)
2000
Total revenues $ 12,495 11,628 20,311 5,865
Operating income 6,015 4,699 11,880 (3,709)
Net income (loss) $ 3,627 2,345 9,514 (6,093)
Coso Power Developers:
2002
Total revenues $ 44,904 9,940 16,075 9,567
Operating income (loss) 38,047 1,899 8,721 2,391
Net income (loss) $ 36,085 (60) 6,796 482
2001
Total revenues $ (2,196) 20,133 13,934 7,401
Operating income (11,636) 11,246 5,388 (134)
Net income (loss) $ (13,903) 8,991 3,193 (2,664)
2000
Total revenues $ 10,317 11,812 20,207 3,586
Operating income 2,739 3,577 10,827 (5,804)
Net income $ 193 1,077 8,349 (8,179)
(a) In the opinion of the Caithness Coso Funding Corp. and the Partnerships,
all adjustments, which consist of normal recurring accruals to present a
fair statement of the amounts shown for such periods, have been made.
(b) The provision for doubtful accounts previously recorded for the quarter
ended March 31, 2001 for Coso Finance Partners, Coso Energy Developers, and
Coso Power Developers of $25,817, $25,950 and $26,998, respectively, has
been reclassified as a reduction of revenue to conform with the 2001
financial statements presentation.
(c) The income from the reduction in the provision for doubtful accounts
previously recorded for the quarter ended June 30, 2001 for Coso Finance
Partners, Coso Energy Developers, and Coso Power Developers of $4,204
$4,120 and $4,265, respectively, has been reclassified to revenue to
conform with the 2001 financial statements presentation.
Supplemental Condensed Combined Financial Information for Coso Partnerships
The following information presents unaudited condensed combined financial
statements of the Coso Partnerships. These financial statements represent a
compilation of the financial statements of Caithness Coso Funding Corp., Coso
Finance Partners, Coso Energy Developers and Coso Power Developers for the
periods indicated. This supplemental financial information is not required by
GAAP and has been provided to facilitate a more comprehensive understanding of
the financial position, operating results and cash flows of the Coso
partnerships as a whole, which jointly and severally guarantee the repayment of
Caithness Coso Funding Corp's senior notes. The unaudited condensed combined
financial statements should be read in conjunction with each individual
partnerships financial statements and their accompanying notes.
F-24
COSO PARTNERSHIPS
UNAUDITED CONDENSED COMBINED BALANCE SHEETS
(Dollars in thousands)
December 31, December 31,
2002 2001
Assets:
Cash and cash equivalents........................ $ 6,462 264
Restricted cash and investments.................. 46,193 34,210
Accounts receivable, net......................... 21,346 9,603
Prepaid expenses and other assets................ 3,549 2,159
Amounts due from related parties................. 6,516 6,488
Property, plant and equipment, net............... 388,358 413,519
Power purchase agreement, net.................... 47,336 52,350
Investments and Advances......................... 12,508 12,843
Deferred financing costs, net.................... 5,512 6,300
------- -------
Total assets........................... $ 537,780 $ 537,736
======= =======
Liabilities and Partners' Capital:
Accounts payable and accrued liabilities........ $ 23,762 $ 42,362
Amounts due to related parties.................. 25,415 24,967
Project loans................................... 281,231 303,000
------- -------
Total liabilities...................... 330,408 370,329
Partners' capital................................ 207,372 167,407
------- -------
Total liabilities and partners' capital $ 537,780 $ 537,736
======= =======
See accompanying notes to the unaudited condensed combined financial statements.
F-25
COSO PARTNERSHIPS
UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Dollars in thousands)
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
------------ ------------ ------------
Revenue:
Energy revenues............................ $ 205,151 $ 94,734 $ 97,901
Capacity and bonus revenues................ 47,758 39,096 39,746
Interest and other income.................. 3,923 9,577 13,499
------- ------- -------
Total revenue......................... 256,832 143,407 151,146
------- ------- -------
Operating expenses:
Plant operating expenses................... 31,884 28,910 30,026
Royalty expense............................ 22,311 24,530 25,070
Depreciation and amortization.............. 37,135 41,546 40,025
------ ------ ------
Total operating expenses.............. 91,330 94,986 95,121
------- ------- -------
Operating income...................... 165,502 48,421 56,025
------- ------- -------
Other expenses:
Interest expense........................... 26,941 28,818 30,797
Amortization of deferred financing costs... 787 2,264 1,607
------ ------ ------
Total other expenses.................. 27,728 31,082 32,404
------- ------ ------
Net income............................ $ 137,774 $ 17,339 $ 23,621
======= ====== ======
See accompanying notes to the unaudited condensed combined financial statements.
F-26
COSO PARTNERSHIPS
UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
Net cash provided by (used in) operating activities... $ 144,495 $ 60,338 $ 98,861
Net cash provided by (used in) investing activities... (18,719) 3,355 34,042
Net cash provided by (used in) financing activities... (119,578) (80,538) (136,058)
--------- -------- ---------
Net change in cash and cash equivalents............... $ 6,198 $ (16,845) $ (3,155)
========= ======== =========
Supplemental cash flow disclosure:
Cash paid for interest.................... $ 27,026 $ 28,881 $ 39,902
See accompanying notes to the unaudited condensed combined financial statements.
F-27
COSO PARTNERSHIPS
NOTES TO THE UNAUDITED CONDENSED COMBINED
FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited condensed combined financial statements were derived
from the stand alone unaudited condensed financial statements of Caithness Coso
Funding Corp., Coso Finance Partners, Coso Energy Developers and Coso Power
Developers (the "Coso Partnerships"). All intercompany accounts and transactions
were eliminated. This financial information has been provided to facilitate a
more comprehensive understanding of the financial position, operating results
and cash flows of the Coso Partnerships as a whole. The unaudited condensed
combined financial statements should be read in conjunction with each individual
Partnership's unaudited condensed financial statements.
(2) Accounts Receivable and Revenue Recognition
The Coso Partnerships sell all electricity produced to Southern California
Edison (Edison) under long-term power purchase contracts. Due to the uncertainty
surrounding Edison's ability to make payment on past due amounts, collection was
not reasonably assured and the Coso Partnerships had not recognized revenue from
Edison for energy delivered during the period November 1, 2000 through March 26,
2001.
On March 1, 2002, the Coso Partnerships recognized revenue for energy delivered
from November 1, 2000 through March 26, 2001 of $112.4 million, when Edison
reached certain financing milestones and paid the Coso Partnerships for revenue
generated but not recognized for the period November 1, 2000 through March 26,
2001.
(3) Reclassifications
Certain balances in prior years have been reclassified to conform to the
presentation adopted in the current year.
F-28
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Since 1991, Caithness Energy and CalEnergy, the then present co-sponsors of
the Coso projects, had engaged PricewaterhouseCoopers, LLP to audit the
financial statements of the Coso partnerships. On February 25, 1999, CAC
purchased all of CalEnergy's interests in the Coso projects, and Caithness
Energy engaged KPMG, LLP, its own independent certified public accountants, to
audit future financial statements of the Coso partnerships. In connection with
the audits of the financial statements of the Coso Finance Partners and Coso
Finance Partners II, Coso Energy Developers and Coso Power Developers for the
period ended February 25, 1999, (i) Caithness Energy had no disagreements with
PricewaterhouseCoopers, LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers, LLP
would have caused them to make reference thereto in their reports on the
financial statements for such years, and (ii) the reports of
PricewaterhouseCoopers, LLP on the Coso partnerships did not contain any adverse
opinion or disclaimer of opinion, and were not modified as to uncertainty, audit
scope or accounting principles except for the reference to the Coso
partnerships' adoption in 1998 of Statement of Position No. 98-5, "Reporting on
the Costs of Start-up Activities."
Part III
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth the persons who served as our directors and
executive officers as of December 31, 2002:
Name Age Position(s)
---- --- -----------
James D. Bishop, Sr. 69 Director, Chairman and Chief Executive Officer
Leslie J. Gelber 46 Director, President and Chief Operating Officer
James D. Bishop, Jr. 42 Director, Vice Chairman
Christopher T. McCallion 41 Director, Executive Vice President and Chief Financial
Officer
Kenneth P. Hoffman 50 Senior Vice President
Larry K. Carpenter 53 Executive Vice President
Mark A. Ferrucci 50 Director
David V. Casale 39 Vice President and Controller
John A. McNamara 43 Vice President Finance
Barbara Bishop Gollan 44 Vice President
James D. Bishop, Sr., Chairman, Chief Executive Officer and a Director of
Funding Corp. and of Caithness Energy, has served as a Director of Caithness
Corporation since its inception in 1975. Mr. Bishop served as Caithness
Corporation's President from its inception until December 1986 and has served as
Chairman of Caithness Corporation since January 1987. Mr. Bishop also serves as
a director for various other entities which engage in independent power
production and natural resource exploration and development. Mr. Bishop holds a
Master of Business Administration degree from Harvard Business School and a
Bachelor of Arts degree from Yale University. Mr. Bishop is the father of James
D. Bishop, Jr. and Barbara Bishop Gollan.
25
Leslie J. Gelber, President, Chief Operating Officer and a Director of
Funding Corp. and of Caithness Energy, has served as President and Chief
Operating Officer of Caithness Corporation since January 1999. Prior to joining
Caithness Corporation, Mr. Gelber served as President of Cogen Technologies,
Inc., which is also engaged in the field of independent power production, from
August 1998 until December 1998. From July 1993 to July 1998, Mr. Gelber served
as President of ESI Energy, Inc., the non-regulated independent power company
owned by FPL Group, Inc. Mr. Gelber holds a Master of Business Administration
degree from the University of Miami and holds a Bachelor of Arts degree in
Economics from Alfred University.
James D. Bishop, Jr., Vice Chairman and a Director of Funding Corp. and of
Caithness Energy, joined Caithness Corporation in 1988 and served as President
and Chief Operating Officer of Caithness Corporation from November 1995 until
December 1998. Mr. Bishop also serves on all the boards of directors and
management committees of the entities and joint ventures affiliated with
Caithness Corporation. Mr. Bishop holds a Master of Business Administration
degree from the Kellogg Graduate School of Management at Northwestern University
and holds a Bachelor of Science degree from Trinity College. Mr. Bishop is the
son of James D. Bishop, Sr. and the brother of Barbara Bishop Gollan.
Christopher T. McCallion, Executive Vice President, Chief Financial Officer
and a Director of Funding Corp. and of Caithness Energy, served as Vice
President and Controller of Caithness Corporation from July 1991 to November
1995, and has served as Executive Vice President and Chief Financial Officer of
Caithness Corporation since November 1995. Mr. McCallion holds a Bachelor of
Science degree from Seton Hall University.
Kenneth P. Hoffman a Senior Vice President of Funding Corp and of Caithness
Energy, joined Caithness Corporation in March of 2000. Prior to joining
Caithness, Mr. Hoffman was a Vice President of FPL Energy, Inc. From 1989 until
1993 he was the Vice President of Business Management of ESI Energy, Inc. Before
1989, Mr. Hoffman was employed by Florida Power & Light Company. Mr. Hoffman
holds a Master of Business Administration degree from Florida International
University and a Bachelor of Science degree from Rochester Institute of
Technology.
Larry K. Carpenter, Executive Vice President of Funding Corp. and of
Caithness Energy, has served as an Executive Vice President of Caithness
Corporation since January 1999. Prior to joining Caithness Corporation, Mr.
Carpenter served as Vice President of Development at ESI Energy, Inc., the
non-regulated independent power company owned by FPL Group Inc., from 1985 to
December 1998. Mr. Carpenter holds a Bachelor of Science degree in Electrical
Engineering from the University of Florida.
Mark A. Ferrucci, a Director of Funding Corp., has served as the
independent director of Funding Corp. since May 1999. From 1977 until 2002, Mr.
Ferrucci was an employee of CT Corporation System, where he served as CT
Corporation System's Assistant Secretary and as Assistant Vice President from
1992 to 2002. At present, Mr. Ferrucci operates as a sole proprietor that
provides corporate staffing services to businesses and law firms.
David V. Casale, a Vice President and the Controller of Funding Corp. and
of Caithness Energy joined Caithness Corporation in December 1991 and has served
as a Vice President and as its Controller since November 1995. Mr. Casale also
serves on the boards of directors of joint ventures affiliated with Caithness
Corporation. Mr. Casale holds a Bachelor of Arts degree from Adelphi University.
26
John A. McNamara, Vice President Finance of Funding Corp. and of Caithness
Energy, joined Caithness Corporation in September of 1990 and has served as Vice
President since 1999. Prior to joining Caithness, Mr. McNamara was a broker with
Bradley & Company, an account executive with First Georgetown Securities, Inc.
and a staff member of the United States Senate Committee on Small Business. He
received a Masters of Business Administration degree from Georgetown University
and a Bachelor of Arts degree from Denison University.
Barbara Bishop Gollan, a Vice President of Funding Corp. and of Caithness
Energy, joined Caithness Corporation as Vice President in October 1990. Ms.
Gollan has authored and co-authored a number of technical papers on geothermal
systems, which were presented to the Geothermal Resources Council, the Geologic
Society of America and the Stanford Geothermal Workshop. Ms. Gollan holds a
Master of Science degree in Geology and Geochemistry from Stanford University
and holds a Bachelor of Arts degree from Amherst College. Ms. Gollan is the
daughter of Mr. James D. Bishop, Sr. and the sister of James D. Bishop, Jr.
The Board of Directors appointed Mr. Ferrucci as an independent director.
The unanimous affirmative vote of our Board of Directors (including Mr.
Ferrucci) is required before certain actions can be taken, including, but not
limited to, (1) engaging in any business or activity other than issuing the
senior secured notes and making the related loans to the Coso partnerships, (2)
incurring any debt, or assuming or guaranteeing any debt of any other entity,
(3) dissolving or liquidating, (4) consolidating, merging or selling all or
substantially all of our assets or (5) instituting any bankruptcy or insolvency
proceedings.
Item 11. Executive Compensation.
None of the directors or executive officers of Funding Corp. receives any
compensation for his or her services, except Mr. Ferruci, who receives $8,400 in
compensation annually for services provided.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of December 31, 2002 certain information
regarding the beneficial ownership of Coso Funding Corp.'s voting securities and
the beneficial ownership of the voting securities of each of the Coso
partnerships by:
(1) Each person who is known by us and the Coso partnerships to beneficially
own 5% or more of Coso Funding Corp.'s voting securities or 5% or more of
the voting securities of any Coso partnership,
(2) Each of Coso Funding Corp.'s directors and executive officers who also act
in similar capacities on behalf of the managing partner of each Coso
partnership and each of the delegates to the management committee of each
Coso partnership, and
(3) All of Coso Funding Corp.'s directors and executive officers who also act
in similar capacities for the managing partnership of each Coso partnership
and all of the delegates to the management committee of each Coso
partnership as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. Except as otherwise
noted, each person named below has an address in care of our principal executive
offices.
27
Beneficial Ownership of Coso Funding Corp. and the Coso Partnerships
Percent Indirect Percent Indirect Percent Indirect Percent Indirect
Beneficial Beneficial Beneficial Beneficial
Name and Address of Ownership in Ownership in Ownership in Ownership in
Beneficial Owner Coso Funding the Navy I the BLM The Navy II
---------------- Corp. Partnership Partnership Partnership
----- ----------- ----------- -----------
James D. Bishop, Sr. (1)(2).............. -- -- -- --
Leslie J. Gelber (1)(3).................. -- -- -- --
James D. Bishop, Jr. (1)(4).............. 25.6% 25.5% 28.0% 23.3%
Christopher T. McCallion (1(3)........... -- -- -- --
Larry K. Carpenter (1)(3)................ -- -- -- --
Mark A. Ferrucci......................... -- -- -- --
David V. Casale (1)(3)................... -- -- -- --
John A. McNamara (1)(3).................. -- -- -- --
Barbara Bishop Gollan (1)(3)(5),......... -- -- -- --
Dominion Energy, Inc. (6)................ * -- 7.8% 2.8%
901 East Byrd Street
Richmond, VA 23219
Mojave Energy Company (7)................ 6.1% 5.5% 7.7% 5.2%
c/o Davenport Resources, Inc.
200 Railroad Avenue, 3rd floor
Greenwich, CT 06830
All directors, executive officers
and management committee delegates
as a group............................... 35.3% 31.0% 43.5% 31.3%
* Less than 5.0%.
(1) The address of such person is c/o Caithness Corporation, 565 Fifth Avenue,
29th Floor, New York, New York 10017-2478.
(2) James D. Bishop, Sr. is the beneficiary of The James D. Bishop Trust--2002
( "Bishop, Sr. Trust "), which owns shares of common stock of Caithness
Corporation, Mojave Power, Inc., and Mojave Power II, Inc., and membership
units in Caithness 1997, LLC. Caithness Corporation, Mojave Power, Inc.,
Mojave Power II Inc., and Caithness 1997, LLC own, indirectly through
various entities, general partnership interests in the Navy I partnership,
the BLM partnership and the Navy II partnership, which collectively own all
of the shares of common stock of Funding Corp. The voting rights to the
shares of common stock of Caithness Corporation, Mojave Power, Inc., and
Mojave Power II, Inc. held by the Bishop, Sr. Trust have been transferred
to The Caithness Entities Voting Trust, the trustee of which is James D.
Bishop, Jr. The Bishop, Sr. Trust is irrevocable. James D. Bishop, Sr.,
therefore, does not have voting or investment power over these shares of
common stock of Caithness Corporation, Mojave Power, Inc., and Mojave Power
II, Inc.
28
(3) Owner of economic interests in the Coso partnerships through Caithness
Corporation's employee incentive plans, which economic interests are not
listed on this table.
(4) James D. Bishop, Jr. is: (i) the beneficiary of The James D. Bishop, Jr.
Irrevocable Trust--1996 (the "Bishop, Jr. Trust "), which owns shares of
common stock of Caithness Corporation, and membership units in Caithness
1997, LLC, the voting rights of which have been transferred to the
Caithness Entities Voting Trust, the trustee of which is James D. Bishop,
Jr.; (ii) the owner of common stock of Caithness Corporation and Mojave
Power, Inc., and membership units in Caithness 1997, LLC; and (iii) the
trustee of The Caithness Entities Voting Trust which possesses sole voting
control over the shares of common stock of Caithness Corporation, Mojave
Power, Inc., and Mojave Power II, Inc., held by the Bishop, Sr. Trust, The
Barbara Bishop Gollan Irrevocable Trust--1996 (the "Gollan Trust "), The
Elizabeth Bishop DeLuca Irrevocable Trust--1996 and The Linda Bishop Fotiu
Irrevocable Trust--1996. The interests listed in (i) and (ii) above entitle
James D. Bishop, Jr. to the following indirect beneficial ownership
interests: Funding Corp. (1.6%); Navy I partnership (1.6%); BLM partnership
(1.5%); and Navy II partnership (1.6%). James D. Bishop, Jr. disclaims
beneficial ownership of the interests listed in (iii) above.
(5) Barbara Bishop Gollan is the beneficiary of the Gollan Trust, which owns
shares of common stock of Caithness Corporation, and membership units in
Caithness 1997, LLC. The voting rights to the shares of common stock of
Caithness Corporation held by the Gollan Trust have been transferred to The
Caithness Entities Voting Trust, the trustee of which is James D. Bishop,
Jr. The Gollan Trust is irrevocable. Barbara Bishop Gollan, therefore, does
not have voting or investment power over these shares of common stock of
Caithness Corporation.
(6) Dominion Energy, Inc. owns: (i) a limited liability company membership
interest in Caithness BLM Group, LP, a Delaware limited partnership, which
owns a limited liability company membership interest in Caithness Coso
Holdings, LLC, which owns a general partnership interest in the BLM
partnership; and (ii) a limited liability company membership interest in
Navy II Group which owns a general partnership interest in the Navy II
partnership.
(7) Mojave Energy Company owns limited liability company membership interests
in Caithness Power, LLC, which owns, indirectly through various entities,
general partnership interests in each of the Coso partnerships.
Item 13. Certain Relationships and Related Transactions.
The Coso Partnerships
Each of the Coso partnerships has two general partners, a managing partner
and a non-managing partner. Under the amended and restated partnership
agreement, the managing partner of each Coso partnership is generally
responsible for the management and control of the day-to-day business and
affairs. The managing partner of the Navy I partnership is New CLOC Company,
LLC, a Delaware limited liability company, the managing partner of the BLM
partnership is New CHIP Company, LLC, a Delaware limited liability company and
the managing partner of the Navy II partnership is New CTC Company, LLC, a
Delaware limited liability company. The non-managing partner of the Navy I
partnership is ESCA, LLC, a Delaware limited liability company, the non-managing
partner of the BLM partnership is Caithness Coso Holdings, LLC, a Delaware
limited liability company, and the non-managing partner of the Navy II
partnership is Caithness Navy II Group, LLC, a Delaware limited liability
company.
Each managing partner is a limited liability company managed by a manager
who is appointed by Caithness Acquisition Company, LLC (CAC), the sole member of
each managing partner. The manager is responsible for the ordinary course
management and operations by its Coso partnership. CAC has appointed itself as
the manager of each managing partner. CAC has also appointed Mr. Ferrucci as the
independent manager of each managing partner. (In addition, each of the managing
members of the non-managing partners has appointed Mr. Ferrucci as the
independent manager of that non-managing partner.) The approval of the
independent manager is required before the managing partner (or the non-managing
partner, as the case may be) may take certain actions that do not involve the
ordinary course management and operations by the Coso partnerships of the Coso
projects, including, among others, (1) commencing any bankruptcy or insolvency
proceeding involving the managing partner, (2) incurring any debt in the name of
the managing partner for which it would be liable, (3) dissolving, liquidating,
consolidating or merging, or selling all or substantially all of the assets of,
its respective Coso partnership, or (4) engaging in any business or activity
other than acting as the managing partner of its respective Coso partnership.
Each managing partner also has its officers, who are also officers of Funding
Corp. , who act on behalf of the managing partners of the Coso partnerships.
29
CAC, a limited liability company, is the manager and sole member of each of
the managing partners. Caithness Energy, LLC (Caithness Energy) as the manager
and sole owner of CAC, has delegated its role as manager of CAC to the CAC board
of directors, including the power to manage the managing partners of the Coso
partnerships. Each managing partner's officers are also the officers of CAC.
None of the persons acting on behalf of the Coso partnerships receives any
compensation from the Coso partnerships for his or her services, except that
nominal compensation is paid in consideration for Mr. Ferrucci's services.
Caithness Energy is governed by a board of directors and not by its
members. The directors of Funding Corp., other than Mr. Ferrucci, also currently
serve as members of the board of directors of Caithness Energy. Under the
limited liability company agreement of Caithness Energy, Caithness Corporation
is entitled to appoint a number of members to the Board of Directors of
Caithness Energy who hold, in the aggregate, a majority of the votes of all
members of such board of directors. Caithness Corporation's present appointees
are Messrs. Bishop, Sr., and Bishop, Jr. In addition, Messrs. Gelber, Carpenter
and McCallion serve as voting members of the board of directors of Caithness
Energy pursuant to their individual executive compensation agreements with
Caithness Energy. These five individuals, together with Mr. Ferrucci, serve as
the CAC board of directors.
Management Committees
Under the amended and restated partnership agreement of each Coso
partnership, the managing partner is subject to the directives of a management
committee which oversees the business operations of the Coso partnership. The
managing partner of a Coso partnership may not take certain specific actions
without the consent of the management committee of that Coso partnership.
However, the management committee may not direct the managing partner of the
Coso partnership to take any action over which the independent manager has
exclusive authority without the requisite approval of the independent manager.
The management committee of each Coso partnership consists of four delegates,
two of which are appointed by the managing partner and two of which are
appointed by the non-managing partner. Each partner may substitute or change its
delegates.
Under the amended and restated partnership agreements of the Coso
partnerships, each partner may appoint one delegate with multiple votes. The
names of the delegates appointed by affiliates of Caithness Energy to the
management committees of the Coso partnerships are set forth below.
As of December 31, 2002, the following persons were the members of the
management committee of each Coso partnership, as applicable. Each person has
two votes on each management committee on which he serves:
Name Age Partnership(s)
---- --- --------------
James D. Bishop, Jr. 42 Navy I partnership, BLM partnership, Navy II partnership
Christopher T. McCallion 41 Navy I partnership, BLM partnership, Navy II partnership
Certain information regarding Messrs. Bishop and McCallion is provided
above.
30
Management Committee Fees
The members of the management committees are not entitled to any direct
compensation from Funding Corp. or the Coso partnerships. However, each Coso
partnership previously paid its two general partner's annual management
committee fees for their participation on the management committee of that Coso
partnership. The following table sets forth, for the years ended December 31,
2002, 2001, 2000, and 1999, the total amount of management committee fees paid
or payable by each of the Coso partnerships to its partners:
Year Ended December 31
----------------------
2002 2001 2000 1999
---- ---- ---- ----
Navy I Partnership
New CLOC.................... $ -- $ -- $ -- $ --
Predecessor of New CLOC -- -- -- 25,000
ESCA........................ 241,000 237,000 234,000 258,000
------- ------- ------- -------
$ 241,000 $ 237,000 $ 234,000 $ 283,000
======= ======= ======= =======
BLM Partnership
New CHIP.................... $ -- $ -- $ -- $ --
Predecessor of New CHIP -- -- -- 25,000
CCH......................... 241,000 237,000 234,000 259,000
------- ------- ------- -------
$ 241,000 $ 237,000 $ 234,000 $ 284,000
======= ======= ======= =======
Navy II Partnership.............
New CTC..................... $ -- $ -- $ -- $ --
Predecessor of New CTC...... -- -- -- 25,000
Navy II Group............... 241,000 237,000 234,000 259,000
------- ------- ------- -------
$ 241,000 $ 237,000 $ 234,000 $ 284,000
======= ======= ======= =======
The Coso partnerships no longer pay management committee fees to their
managing partners.
Funding Corp.
As of June 30, 1999, the authorized capital stock of Funding Corp.
consisted of 1,000 shares of common stock, par value 1 cent per share, of which
300 shares were outstanding. The outstanding common stock is owned equally by
the Coso partnerships.
Coso Partnerships
The directors and executive officers also act in similar capacities on
behalf of the managing partner of each Coso partnership and, except for Mr.
Ferrucci, on behalf of CAC and Caithness Energy. Several of these directors and
executive officers beneficially own the securities of Caithness Corporation, who
beneficially owns the majority of membership interests of Caithness Energy.
Part IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K.
(a) Documents filed as part of this report:
Financial Statements and Schedules
31
(b) Current reports on Form 8-K:
The Coso Partnerships filed current reports on Form 8-K dated September 23,
2002 reporting the settlement agreement between Edison and the CPUC, the
Court of Appeal decision on line loss factors, and the Court of Appeal
decision on the retroactive application of "short run avoided cost" rates.
(c) Exhibits:
The exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report.
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 Certificate of Incorporation of Caithness Coso Funding Corp.*
3.2 Bylaws of Caithness Coso Funding Corp.*
3.3 Third Amended and Restated Partnership Agreement of Coso Finance
Partners, dated as of May 28, 1999.*
3.4 Third Amended and Restated Partnership Agreement of Coso Energy
Developers, dated as of May 28, 1999.*
3.5 Third Amended and Restated Partnership Agreement of Coso Power
Developers, dated as of May 28, 1999.*
3.6 Amendment Agreement, dated as of May 28, 1999, by and among Coso
Finance Partners, Caithness Acquisition Company, LLC, New CLOC
Company, LLC, ESCA, LLC and Coso Operating Company LLC.*
3.7 Amendment Agreement, dated as of May 28, 1999, by and among Coso
Energy Developers, Caithness Acquisition Company, LLC, New CHIP
Company, LLC, Caithness Coso Holdings, LLC and Coso Operating Company
LLC.*
3.8 Amendment Agreement, dated as of May 28, 1999, by and among Coso Power
Developers, Caithness Acquisition Company, LLC, New CTC Company, LLC,
Caithness Navy II Group, LLC and Coso Operating Company LLC.*
4.1 Indenture, dated as of May 28, 1999, among Caithness Coso Funding
Corp., Coso Finance Partners, Coso Energy Developers, Coso Power
Developers, and U.S. Bank Trust National Association as trustee and as
collateral agent.*
4.3 Notation of Guarantee, dated as of May 28, 1999, of Coso Finance
Partners.*
4.4 Notation of Guarantee, dated as of May 28, 1999, of Coso Energy
Developers.*
4.5 Notation of Guarantee, dated as of May 28, 1999, of Coso Power
Developers.*
4.6 Registration Rights Agreement, dated as of May 28, 1999, by and among
Caithness Coso Funding Corp., Coso Finance Partners, Coso Energy
Developers, Coso Power Developers, and Donaldson, Lufkin & Jenrette
Securities Corporation.*
32
10.1 Deposit and Disbursement Agreement, dated as of May 28, 1999, among
Caithness Coso Funding Corp., Coso Finance Partners, Coso Energy
Developers, Coso Power Developers, and U.S. Bank Trust National
Association, as collateral agent, as trustee, and as depositary.*
10.2 Credit Agreement, dated as of May 28, 1999, between Caithness Coso
Funding Corp. and Coso Finance Partners.*
10.3 Promissory Note due 2001 of Coso Finance Partners in favor of
Caithness Coso Funding Corp.*
10.4 Promissory Note due 2009 of Coso Finance Partners in favor of
Caithness Coso Funding Corp.*
10.5 Credit Agreement, dated as of May 28, 1999, between Caithness Coso
Funding Corp. and Coso Energy Developers.*
10.6 Promissory Note due 2001 of Coso Energy Developers in favor of
Caithness Coso Funding Corp.*
10.7 Promissory Note due 2009 of Coso Energy Developers in favor of
Caithness Coso Funding Corp.*
10.8 Credit Agreement, dated as of May 28, 1999, between Caithness Coso
Funding Corp. and Coso Power Developers.*
10.9 Promissory Note due 2001 of Coso Power Developers in favor of
Caithness Coso Funding Corp.*
10.10 Promissory Note due 2009 of Coso Power Developers in favor of
Caithness Coso Funding Corp.*
10.11 Purchase Agreement, dated as of May 21, 1999, by and among Caithness
Coso Funding Corp., as Issuer, Coso Finance Partners, Coso Energy
Developers and Coso Power Developers, as guarantors, and Donaldson,
Lufkin & Jenrette Securities Corporation, as initial purchaser.*
10.12 Security Agreement, dated as of May 28, 1999, executed by and among
Caithness Coso Funding Corp. in favor of U.S. Bank Trust National
Association, as collateral agent.*
10.13 Security Agreement, dated as of May 28, 1999, executed by and among
Coso Finance Partners in Favor of U.S. Bank Trust National
Association, as collateral agent.*
10.14 Security Agreement, dated as of May 28, 1999, executed by Coso Energy
Developers in favor of U.S. Bank Trust National Association, as
collateral agent.*
10.15 Security Agreement, dated as of May 28, 1999, executed by Coso Power
Developers in favor of U.S. Bank Trust National Association, as
collateral agent.*
10.18 Security Agreement (Navy I project permits), dated as of May 28,
1999, executed by Coso Operating Company LLC in favor of U.S. Bank
Trust National Association, as collateral agent.*
10.19 Security Agreement (BLM project permits), dated as of May 28, 1999,
executed by Coso Operating Company LLC in favor of U.S. Bank Trust
National Association, as collateral agent.*
10.20 Security Agreement (Navy II project permits), dated as of May 28,
1999, executed by Coso Operating Company LLC in favor of U.S. Bank
Trust National Association, as collateral agent.*
10.24 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by Coso Finance Partners
in favor of U.S. Bank Trust National Association, as trustee, and as
beneficiary.*
10.25 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by Coso Energy
Developers in favor of U.S. Bank Trust National Association, as
trustee, and as beneficiary.*
33
10.26 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by Coso Power Developers
in favor of U.S. Bank Trust National Association, as trustee, and as
beneficiary.*
10.27 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by Coso Transmission
Line Partners in favor of U.S. Bank Trust National Association, as
trustee, and as beneficiary.*
10.28 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by China Lake Joint
Venture in favor of U.S. Bank Trust National Association, as trustee,
and as beneficiary.*
10.29 Deed of Trust, Assignment of Rents, Fixture Filing and Security
Agreement, dated as of May 28, 1999, executed by Coso Land Company in
favor of U.S. Bank Trust National Association, as trustee, and as
beneficiary.*
10.30 Stock Pledge Agreement, dated as of May 28, 1999, by Coso Finance
Partners, Coso Energy Developers and Coso Power Developers in favor of
U.S. Bank Trust National Association, as Collateral agent.*
10.31 Partnership Interest Pledge Agreement (Navy I), dated as of May 28,
1999, by ESCA, LLC and New CLOC Company, LLC, in favor of U.S. Bank
Trust National Association, as collateral agent.*
10.32 Partnership Interest Pledge Agreement (BLM), dated as of May 28,
1999, by Caithness Coso Holdings, LLC and New CHIP Company, LLC, in
favor of U.S. Bank Trust National Association, as Collateral agent.*
10.33 Partnership Interest Pledge Agreement (Navy II), dated as of May 28,
1999, by Caithness Navy II Group, LLC and New CTC Company, LLC, in
favor of U.S. Bank Trust National Association, as collateral agent.*
10.34 Partnership Interest Pledge Agreement (CTLP), dated as of May 28,
1999, by Coso Energy Developers and Coso Power Developers, in favor of
U.S. Bank Trust National Association, as Collateral agent.*
10.35 Partnership Interest Pledge Agreement (CLJV), dated as of May 28,
1999, by Caithness Acquisition Company, LLC and Caithness Geothermal
1980 Ltd., LP, in favor of U.S. Bank Trust National Association, as
collateral agent.*
10.36 Partnership Interest Pledge Agreement (CLC), dated as of May 28,
1999, by Caithness Acquisition Company, LLC and Caithness Geothermal
1980 Ltd., LP, in favor of U.S. Bank Trust National Association, as
collateral agent.*
10.37 Promissory Notes Security Agreement, dated as of May 28, 1999, by
Caithness Coso Funding Corp., in favor of U.S. Bank Trust National
Association, as collateral agent.*
10.38 Original Service Contract N62474-79-C-5382, dated December 6, 1979,
between U.S. Naval Weapons Center and California Energy Company, Inc.,
Contractor (the "Navy Contract "), including all Amendments thereto.*
10.39 Escrow Agreement, dated December 16, 1992, as amended, by and among
Coso Finance Partners, Bank of America and the Navy.*
34
10.40 Offer to Lease and Lease for Geothermal Resources, Serial No. 11402,
dated April 29, 1985 but Effective May 1, 1985, from the United States
of America, acting through the Bureau of Land Management, to
California Energy Company, Inc.; as assigned by Assignment Affecting
Record Title to Geothermal Resources Lease, dated June 24, 1985, but
effective July 1, 1985 from California Energy Company, Inc. to Coso
Land Company; as assigned by Assignment of Record Title Interest in a
Lease for Oil and Gas or Geothermal Resources, dated April 20, 1988,
but effective May 1, 1988 from Coso Land Company to Coso Geothermal
Company; as assigned by Assignment of Record Title Interest in a Lease
for Oil and Gas or Geothermal Resources dated April 20, 1988 but
effective May 1, 1988 from Coso Geothermal Company to Coso Energy
Developers.*
10.41 Geothermal Resources Lease, Serial No. CA-11383, by and between the
United States of America, acting through the Bureau of Land
Management, and the LADWP, effective as of January 1, 1988; as
assigned by Lease Assignment Agreement by and between LADWP and Coso
Land Company, dated September 10, 1997; as assigned by Assignment of
Record Title Interest in Lease for Oil and Gas or Geothermal
Resources, by and between the United States of America, acting through
the Bureau of Land Management, and Coso Land Company, effective
January 1, 1998; and as extended by Extension of primary term of
CACA-11383 to September 23, 2004.*
10.42 Geothermal Resources Lease, Serial No. CA-11384, by and between the
United States of America, acting through the Bureau of Land
Management, and the LADWP, effective as of February 1, 1982; as
assigned by Lease Assignment Agreement by and between LADWP and Coso
Land Company, dated September 10, 1997; as assigned by Assignment of
Record Title Interest in a Lease for Oil and Gas or Geothermal
Resources (CACA-11384), by and between the United States of America,
acting through the Bureau of Land Management, and Coso Land Company,
effective as of January 1, 1998; and as extended by extension of
primary term of CACA-11385 to December 24, 2002.*
10.43 Geothermal Resources Lease, Serial No. CA-11385, by and between the
United States of America, acting through the Bureau of Land
Management, and the LADWP, effective as of February 1, 1982; as
assigned by Lease Assignment Agreement by and between LADWP and Coso
Land Company, dated September 10, 1997; as assigned by Assignment of
Record Title Interest in a Lease for Oil and Gas or Geothermal
Resources (CACA-11385) by and between the United States of America,
acting Through the Bureau of Land Management, and Coso Land Company,
effective as of January 1, 1998; and as extended by extension of
primary term of CACA-11385 to December 24, 2002.*
10.44 License for Electric Power Plant Site Utilizing Geothermal Resources
between the United States of America, Licensor, through the Bureau of
Land Management, and Coso Energy Developers, Licensee, Serial No. CACA
22512, dated March 8, 1989 (expires 3/8/19).*
10.45 License for Electric Power Plant Site Utilizing Geothermal Resources
between the United States of America, acting through the Bureau of
Land Management, and Coso Energy Developers, Licensee, Serial No.
25690, dated 12/29/1989 (expires 12/28/19).*
10.46 Right of Way CA-18885 by and between the United States of America,
acting through the Bureau of Land Management, and California Energy
Company, Inc., dated May 7, 1986 (telephone cable)(expires 5/7/16).*
10.47 Right of Way CA-13510 by and between the United States of America,
acting through the Bureau of Land Management, and California Energy
Company, Inc., dated April 12, 1984 (Coso office site)(expires
4/12/14).*
10.48 Agreement of Transfer and Assignment (Navy I Transmission Line),
dated July 14, 1987, among China Lake Joint Venture and Coso Finance
Partners.*
10.49 Agreement of Transfer and Assignment (Navy II Transmission Line),
dated July 31, 1989, among Coso Power Developers and Coso Transmission
Line Partners.*
35
10.50 Agreement of Transfer and Assignment (BLM Transmission Line), dated
July 31, 1989, among Coso Energy Developers and Coso Transmission Line
Partners.*
10.51 Agreement Regarding Overriding Royalty (CLC Royalty), dated May 5,
1988, between Coso Energy Developers and Coso Land Company.*
10.52 Coso Geothermal Exchange Agreement, dated January 11, 1994, by and
among Coso Finance Partners, Coso Energy Developers, Coso Power
Developers, and California Energy Company, Inc.*
10.53 Amendment to Coso Geothermal Exchange Agreement, dated April 12,
1995, by and among Coso Finance Partners, Coso Energy Developers, Coso
Power Developers, and California Energy Company, Inc.*
10.55 Operation and Maintenance Agreement (Navy I Project), dated May 28,
1999, by and among FPL Energy Operating Services, Inc. and Coso
Operating Company, LLC and New CLOC Company, LLC.*
10.56 Operation and Maintenance Agreement (BLM Project), dated May 28,
1999, by and among FPL Energy Operating Services, Inc. and Coso
Operating Company, LLC and New CHIP Company, LLC.*
10.57 Operation and Maintenance Agreement (Navy II Project), dated May 28,
1999, by and among FPL Energy Operating Services, Inc. and Coso
Operating Company, LLC and New CTC Company, LLC.*
10.58 Field Operation and Maintenance Agreement (Navy I), dated February
25, 1999, between Coso Operating Company, LLC and New CLOC Company,
LLC.*
10.59 Field Operations and Maintenance Agreement (Navy II), dated February
25, 1999, between Coso Operating Company, LLC and New CTC Company,
LLC.*
10.60 Field Operations and Maintenance Agreement (BLM), dated February 25,
1999, between Coso Operating Company, LLC and New CHIP Company, LLC.*
10.61 Purchase Agreement, dated as of January 16, 1999, by and among
Caithness Energy, L.L.C., Caithness Acquisition Company, LLC, and
California Energy Company, Inc.*
10.62 Agreement Concerning Consideration, dated as of February 25, 1999, by
and among Caithness Energy, L.L.C., Caithness Acquisition Company,
L.L.C., New CLOC Company, LLC, New CHIP Company, LLC, New CTC Company,
LLC, and CalEnergy Company, Inc.*
10.63 Future Revenue Agreement, dated February 25, 1999, by and between
Caithness Energy, L.L.C., Caithness Acquisition Company, LLC, New CTC
Company, LLC, New CLOC Company, LLC, NewCHIP Company, LLC, Coso
Finance Partners, Coso Energy Developers, Coso Power Developers, and
California Energy Company, Inc.*
10.64 Acknowledgment and Agreement--Release, dated January 16, 1999,
executed by Caithness Resources, Inc., Caithness Corporation,
Caithness Power, L.L.C., James Bishop Sr., and Caithness CEA
Geothermal, LP (appended to Exhibit 10.61).*
10.65 Acknowledgment and Agreement--Indemnity, dated May 28, 1999, executed
by Coso Finance Partners, New CLOC Company, LLC, ESCA, LLC, Coso
Energy Developers, New CHIP Company, LLC, Caithness Coso Holdings,
LLC, Coso Power Developers, New CTC Company, LLC, and Caithness Navy
II Group, LLC.*
36
10.66 Acknowledgment and Agreement--Release, dated May 28, 1999, executed
by Coso Finance Partners, New CLOC Company, LLC, ESCA, LLC, Coso
Energy Developers, New CHIP Company, LLC, Caithness Coso Holdings,
LLC, Coso Power Developers, New CTC Company, LLC, and Caithness Navy
II Group, LLC.*
10.67 Acknowledgment and Agreement--Indemnity, dated January 16, 1999,
executed by Caithness Resources, Inc., Caithness Corporation,
Caithness Power, L.L.C., China Lake Operating Company, Coso Technology
Corporation and Coso Hotsprings Intermountain Power (appended to
Exhibit 10.61).*
10.68 Power Purchase Agreement (modified Standard Offer No.4) (Navy I),
dated as of June 4, 1984, as Amended, by and between Southern
California Edison Company and Coso Finance Partners (as assignee of
China Lake Joint Venture).*
10.69 Power Purchase Agreement (modified Standard Offer No.4) (BLM), dated
as of February 1, 1985, by and between Southern California Edison
Company and Coso Energy Developers (as assignee of China Lake Joint
Venture).*
10.70 Power Purchase Agreement (modified Standard Offer No.4) (Navy II),
dated as of February 1, 1985, by and between Southern California
Edison Company and Coso Power Developers (as assignee of China Lake
Joint Venture).*
10.72 Interconnection and Integration Facilities Agreement (BLM project),
dated December 15, 1988, Between Southern California Edison Company
and Coso Energy Developers (as assignee of China Lake Joint Venture).*
10.73 Interconnection and Integration Facilities Agreement (Navy II
project), dated December 15, 1988, Between Southern California Edison
Company and Coso Power Developers (as assignee of China Lake Joint
Venture).*
10.77 Operating Fee Subordination Agreement (Navy I), dated as of May 28,
1999, by and among Coso Operating Company, LLC, and U.S. Bank Trust
National Association, as collateral agent.*
10.78 Operating Fee Subordination Agreement (BLM), dated as of May 28,
1999, by and among Coso Operating Company, LLC, and U.S. Bank Trust
National Association, as collateral agent.*
10.79 Operating Fee Subordination Agreement (Navy II), dated as of May 28,
1999, by and among Coso Operating Company, LLC, and U.S. Bank Trust
National Association, as collateral agent.*
10.80 Management Fee Subordination Agreement (Navy I), dated as of May 28,
1999, by and among ESCA, LLC, New CLOC Company, LLC, Coso Finance
Partners, and U.S. Bank Trust National Association, as collateral
agent.*
10.81 Management Fee Subordination Agreement (BLM), dated as of May 28,
1999, by and among Caithness Coso Holdings, LLC, New CHIP Company,
LLC, Coso Energy Developers, and U.S. Bank Trust National Association,
as collateral agent.*
10.82 Management Fee Subordination Agreement (Navy II), dated as of May 28,
1999, by and among Caithness Navy II Group, LLC, New CTC Company, LLC,
Coso Power Developers, and U.S. Bank Trust National Association, as
collateral agent.*
10.83 Cotenancy Agreement, dated as of May 28, 1999, by and among Coso
Finance Partners, Coso Energy Developers, and Coso Power Developers.*
10.84 Acquisition Agreement, dated as of May 28, 1999, among Coso Land
Company, Coso Finance Partners, Coso Energy Developers, Coso Power
Developers, and Coso Operating Company, LLC.*
37
10.85 Assignment and Assumption Agreement, dated as of May 28, 1999, by and
among MidAmerican Energy Holdings Company as successor-in-interest to
Cal Energy Company, Inc., Coso Energy Developers, Coso Power
Developers and Coso Finance Partners.*
21.1 Subsidiaries of Caithness Coso Funding Corp., Coso Finance Partners,
Coso Energy Developers, and Coso Power Developers.*
23.3 Consent of Sandwell Engineering Inc.*
23.4 Consent of Henwood Energy Services, Inc.*
23.5 Consent of GeothermEx, Inc.*
23.6 Consent of Riordan & McKinzie, A Professional Law Corporation
(included in Exhibit 5.1).*
23.7 Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 5.2).*
24.1 Powers of Attorney (included on pages II-9, II-11, II-13 and II-15).*
25.1 Form T-1 Statement of Eligibility and Qualification of U.S. Bank Trust
National Association as Trustee.*
27.1 Financial Data Schedule--Form SX--Caithness Coso Funding Corp.
27.2 Financial Data Schedule--Form SX--Coso Finance Partners.
27.3 Financial Data Schedule--Form SX--Coso Energy Developers.
27.4 Financial Data Schedule--Form SX--Coso Power Developers.
99.1 Certification of Chief Executive Officer.
99.2 Certification of Chief Financial Officer.
99.3 Sale Agreement by and between Caithness Acquisition Company, LLC, and
ESI Geothermal, Inc. dated as of October 6, 1999.**
99.4 Assignment, Assumption and Novation Agreement (Coso Finance Partners)
by and between FPL Energy Operating Services, Inc. and Coso Operating
Company, LLC dated October 18, 1999.**
99.5 Assignment, Assumption and Novation Agreement (Coso Energy Developers)
by and between FPL Energy Operating Services, Inc. and Coso Operating
Company, LLC dated October 18, 1999.**
99.6 Assignment, Assumption and Novation Agreement (Coso Power Developers)
by and between FPL Energy Operating Services, Inc. and Coso Operating
Company, LLC dated October 18, 1999.**
* Incorporated herein by reference from the Registration Statement on
Form S-4, Registration No. 333-83815 filed with the Securities and
Exchange Commission (the SEC) by Coso Funding Corp. on October 7,
1999, as amended.
** Incorporated herein by reference from the Form 8-K on report dated
October 18, 1999 for Coso Funding Corp., filed with the SEC.
38
EXHIBIT 27.1
Form S-X
Commercial and Industrial Companies
Financial Data Schedule Worksheet for: CAITHNESS COSO FUNDING CORP.
----------------------------
Review the following list of tags for Article 5 and fill in the correct data in
the column(s) provided. Generally, only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for each
item within the schedule. Use the value "0" (zero) if information is immaterial,
inapplicable or unknown. Decimals may not be used to state financial data except
as indicated. Values not provided will be entered as "0" (zero). Missing dates
will be entered as "TO COME". Please be sure to verify all information in the
EDGARized exhibit.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
Do you wish to include a LEGEND? This schedule contains summary financial
Yes X No information extracted from *_____________
- --- --- and is equalified in its entirety by
reference to such financial statements.
*Identify the financial statement(s) to
be referenced in the legend:
RESTATED
Are your financials being "restated" (NO VALUE REQUIRED)
from a previously file period?
Yes X No
--- ---
CIK Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT CIK:
NAME Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT NAME:
MULTIPLIER
Do the financials require a multiplier X 1,000 1,000,000,000
--- ----
other than 1 (one)?
X Yes No 1,000,000 1,000,000,000,000
--- --- --- ----
CURRENCY CURRENCY OF FINANCIAL DATA:
Is the currency used other than US
Dollars? Use in conjunction with
EXCHANGE RATE tag.
Yes X No
--- ---
PERIOD TYPE - MOS - MOS
-- ---- -- ----
X YEAR X YEAR
--- ---
(for annual report filings)
OTHER OTHER
---- ----
FISCAL YEAR END
(example: DEC-31-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD START
(example: JAN-01-1997) Jan - 01 - 2001 JAN - 01 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD END
(example: SEP-30-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
EXCHANGE RATE EXCHANGE RATE: EXCHANGE RATE:
Is the exchange rate other than 1
(one)? Value may contain up to 5
decimal places) Use in conjunction
with CURRENCY tag.
Yes X No
--- ---
PERIOD TYPE Year PERIOD TYPE Year
---- ----
CASH 0 0
SECURITIES 0 0
RECEIVABLES 304,225 282,361
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT ASSETDS 1,225 1,130
PP&E 0 0
DEPRECIATION 0 0
TOTAL ASSETS 304,225 282,361
CURRENT LIABILITIES 1,225 1,130
BONDS 303,000 281,231
PREFERRED MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER SE 0 0
TOTAL LIABILITY AND EQUITY 304,225 282,361
SALES 0 0
TOTAL REVENUES 28,820 26,931
CGS 0 0
TOTAL COSTS 0 0
OTHER EXPENSES 0 0
LOSS PROVISION 0 0
INTEREST EXPENSES 28,820 26,931
INCOME PRETAX 0 0
INCOME TAX 0 0
INCOME CONTINUING 0 0
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET INCOME 0 0
EPS BASIC 0 0
(Value may contain up to 3 decimal places)
EPS DILUTED 0 0
(Value may contain up to 3 decimal places)
Footnote Text: (Note: Each footnote cannot exceed 256 characters, including spaces)
EXHIBIT 27.2
Form S-X
Commercial and Industrial Companies
Financial Data Schedule Worksheet for: COSO FINANCE PARTNERS
---------------------
Review the following list of tags for Article 5 and fill in the correct data in
the column(s) provided. Generally, only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for each
item within the schedule. Use the value "0" (zero) if information is immaterial,
inapplicable or unknown. Decimals may not be used to state financial data except
as indicated. Values not provided will be entered as "0" (zero). Missing dates
will be entered as "TO COME". Please be sure to verify all information in the
EDGARized exhibit.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
Do you wish to include a LEGEND? This schedule contains summary financial
Yes X No information extracted from *_____________
- --- --- and is equalified in its entirety by
reference to such financial statements.
*Identify the financial statement(s) to
be referenced in the legend:
RESTATED
Are your financials being "restated" (NO VALUE REQUIRED)
from a previously file period?
Yes X No
--- ---
CIK Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT CIK:
NAME Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT NAME:
MULTIPLIER
Do the financials require a multiplier X 1,000 1,000,000,000
--- ----
other than 1 (one)?
X Yes No 1,000,000 1,000,000,000,000
--- --- --- ----
CURRENCY CURRENCY OF FINANCIAL DATA:
Is the currency used other than US
Dollars? Use in conjunction with
EXCHANGE RATE tag.
Yes X No
--- ---
PERIOD TYPE - MOS - MOS
-- ---- -- ----
X YEAR X YEAR
--- ---
(for annual report filings)
OTHER OTHER
---- ----
FISCAL YEAR END
(example: DEC-31-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD START
(example: JAN-01-1997) Jan - 01 - 2001 JAN - 01 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD END
(example: SEP-30-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
EXCHANGE RATE EXCHANGE RATE: EXCHANGE RATE:
Is the exchange rate other than 1
(one)? Value may contain up to 5
decimal places) Use in conjunction
with CURRENCY tag.
Yes X No
--- ---
PERIOD TYPE Year PERIOD TYPE Year
---- ----
CASH 264 4,215
SECURITIES 21,325 28,692
RECEIVABLES 12,816 8,621
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT ASSETS 13,730 13,904
PP&E 229,084 234,442
DEPRECIATION 88,647 98,129
TOTAL ASSETS 193,114 195,072
CURRENT LIABILITIES 18,139 18,709
BONDS 122,550 110,955
PREFERRED MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER SE 0 0
TOTAL LIABILITY AND EQUITY 193,114 195,072
SALES 53,400 92,065
TOTAL REVENUES 56,328 93,639
CGS 0 0
TOTAL COSTS 0 0
OTHER EXPENSES 29,182 33,376
LOSS PROVISION 0 0
INTEREST EXPENSES 12,437 11,151
INCOME PRETAX 0 0
INCOME TAX 0 0
INCOME CONTINUING 0 0
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET INCOME 14,709 49,112
EPS BASIC 0 0
(Value may contain up to 3 decimal places)
EPS DILUTED 0 0
(Value may contain up to 3 decimal places)
Footnote Text: (Note: Each footnote cannot exceed 256 characters, including spaces)
EXHIBIT 27.3
Form S-X
Commercial and Industrial Companies
Financial Data Schedule Worksheet for: COSO ENERGY DEVELOPERS
----------------------
Review the following list of tags for Article 5 and fill in the correct data in
the column(s) provided. Generally, only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for each
item within the schedule. Use the value "0" (zero) if information is immaterial,
inapplicable or unknown. Decimals may not be used to state financial data except
as indicated. Values not provided will be entered as "0" (zero). Missing dates
will be entered as "TO COME". Please be sure to verify all information in the
EDGARized exhibit.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
Do you wish to include a LEGEND? This schedule contains summary financial
Yes X No information extracted from *_____________
- --- --- and is equalified in its entirety by
reference to such financial statements.
*Identify the financial statement(s) to
be referenced in the legend:
RESTATED
Are your financials being "restated" (NO VALUE REQUIRED)
from a previously file period?
Yes X No
--- ---
CIK Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT CIK:
NAME Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT NAME:
MULTIPLIER
Do the financials require a multiplier X 1,000 1,000,000,000
--- ----
other than 1 (one)?
X Yes No 1,000,000 1,000,000,000,000
--- --- --- ----
CURRENCY CURRENCY OF FINANCIAL DATA:
Is the currency used other than US
Dollars? Use in conjunction with
EXCHANGE RATE tag.
Yes X No
--- ---
PERIOD TYPE - MOS - MOS
-- ---- -- ----
X YEAR X YEAR
--- ---
(for annual report filings)
OTHER OTHER
---- ----
FISCAL YEAR END
(example: DEC-31-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD START
(example: JAN-01-1997) Jan - 01 - 2001 JAN - 01 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD END
(example: SEP-30-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
EXCHANGE RATE EXCHANGE RATE: EXCHANGE RATE:
Is the exchange rate other than 1
(one)? Value may contain up to 5
decimal places) Use in conjunction
with CURRENCY tag.
Yes X No
--- ---
PERIOD TYPE Year PERIOD TYPE Year
---- ----
CASH 0 1,423
SECURITIES 7,368 6,646
RECEIVABLES 3,340 7,102
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT ASSETS 4,189 9,895
PP&E 247,203 247,912
DEPRECIATION 98,786 112,059
TOTAL ASSETS 183,978 174,871
CURRENT LIABILITIES 34,966 28,393
BONDS 96,250 89,875
PREFERRED MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER SE 0 0
TOTAL LIABILITY AND EQUITY 183,978 174,871
SALES 44,041 81,252
TOTAL REVENUES 47,807 82,707
CGS 0 0
TOTAL COSTS 0 0
OTHER EXPENSES 31,396 28,526
LOSS PROVISION 0 0
INTEREST EXPENSES 9,398 8,822
INCOME PRETAX 0 0
INCOME TAX 0 0
INCOME CONTINUING 0 0
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET INCOME 7,013 45,359
EPS BASIC 0 0
(Value may contain up to 3 decimal places)
EPS DILUTED 0 0
(Value may contain up to 3 decimal places)
Footnote Text: (Note: Each footnote cannot exceed 256 characters, including spaces)
EXHIBIT 27.4
Form S-X
Commercial and Industrial Companies
Financial Data Schedule Worksheet for: COSO POWER DEVELOPERS
---------------------
Review the following list of tags for Article 5 and fill in the correct data in
the column(s) provided. Generally, only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for each
item within the schedule. Use the value "0" (zero) if information is immaterial,
inapplicable or unknown. Decimals may not be used to state financial data except
as indicated. Values not provided will be entered as "0" (zero). Missing dates
will be entered as "TO COME". Please be sure to verify all information in the
EDGARized exhibit.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
Do you wish to include a LEGEND? This schedule contains summary financial
Yes X No information extracted from *_____________
- --- --- and is equalified in its entirety by
reference to such financial statements.
*Identify the financial statement(s) to
be referenced in the legend:
RESTATED
Are your financials being "restated" (NO VALUE REQUIRED)
from a previously file period?
Yes X No
--- ---
CIK Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT CIK:
NAME Use this section only for coregistrant
Does this data apply to a coregistrant filings.
Yes X No
--- --- COREGISTRANT NAME:
MULTIPLIER
Do the financials require a multiplier X 1,000 1,000,000,000
--- ----
other than 1 (one)?
X Yes No 1,000,000 1,000,000,000,000
--- --- --- ----
CURRENCY CURRENCY OF FINANCIAL DATA:
Is the currency used other than US
Dollars? Use in conjunction with
EXCHANGE RATE tag.
Yes X No
--- ---
PERIOD TYPE - MOS - MOS
-- ---- -- ----
X YEAR X YEAR
--- ---
(for annual report filings)
OTHER OTHER
---- ----
FISCAL YEAR END
(example: DEC-31-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD START
(example: JAN-01-1997) Jan - 01 - 2001 JAN - 01 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
PERIOD END
(example: SEP-30-1997) Dec - 31 - 2001 DEC - 31 - 2002
--------------- ---------------
mmm - dd - yyyy mmm - dd - yyyy
EXCHANGE RATE EXCHANGE RATE: EXCHANGE RATE:
Is the exchange rate other than 1
(one)? Value may contain up to 5
decimal places) Use in conjunction
with CURRENCY tag.
Yes X No
--- ---
PERIOD TYPE Year PERIOD TYPE Year
---- ----
CASH 0 824
SECURITIES 5,517 10,855
RECEIVABLES 9,349 13,136
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT ASSETS 10,009 15,071
PP&E 209,652 210,548
DEPRECIATION 84,987 94,356
TOTAL ASSETS 170,058 168,834
CURRENT LIABILITIES 23,638 3,072
BONDS 84,200 80,401
PREFERRED MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER SE 0 0
TOTAL LIABILITY AND EQUITY 170,058 168,834
SALES 36,389 79,592
TOTAL REVENUES 39,272 80,486
CGS 0 0
TOTAL COSTS 0 0
OTHER EXPENSES 34,408 29,428
LOSS PROVISION 0 0
INTEREST EXPENSES 9,247 7,755
INCOME PRETAX 0 0
INCOME TAX 0 0
INCOME CONTINUING 0 0
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET INCOME (4,383) 43,303
EPS BASIC 0 0
(Value may contain up to 3 decimal places)
EPS DILUTED 0 0
(Value may contain up to 3 decimal places)
Footnote Text: (Note: Each footnote cannot exceed 256 characters, including spaces)
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Caithness Coso Funding Corp. (the
Company) on Form 10-K for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, James
D. Bishop, Sr., Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Date: March 17, 2003 Caithness Coso Funding Corp.
a Delaware Corporation
By: /S/ JAMES D. BISHOP, SR.
------------------------
James D. Bishop, Sr.
Director, Chairman &
Chief Executive Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, James D. Bishop, Sr., certify that:
1. I have reviewed this annual report on Form 10-K of Caithness Coso Funding
Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 17, 2003 Caithness Coso Funding Corp.
a Delaware Corporation
By: /S/ JAMES D. BISHOP, SR.
------------------------
James D. Bishop, Sr.
Director, Chairman &
Chief Executive Officer
Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Caithness Coso Funding Corp. (the
Company) on Form 10-K for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Christopher T. McCallion, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Date: March 17, 2003 Caithness Coso Funding Corp.
a Delware Corporation
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial &
Accounting Officer)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Christopher T. McCallion, certify that:
1. I have reviewed this annual report on Form 10-K of Caithness Coso Funding
Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 17, 2003 Caithness Coso Funding Corp.
a Delaware Corporation
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President
& Chief Financial Officer
Principal Financial &
Accounting Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CAITHNESS COSO FUNDING CORP.,
a Delaware corporation
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: March 17, 2003
COSO FINANCE PARTNERS
a California general partnership
By: New CLOC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: March 17, 2003
COSO ENERGY DEVELOPERS
a California general partnership
By: New CHIP Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: March 17, 2003
COSO POWER DEVELOPERS
a California general partnership
By: New CTC Company, LLC,
its Managing General Partner
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: March 17, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /S/ JAMES D. BISHOP, SR.
------------------------
James D. Bishop, Sr.
Director, Chairman and Chief
Executive Officer
(Principal Executive Officer
Date: March 17, 2003
By: /S/ CHRISTOPHER T. MCCALLION
----------------------------
Christopher T. McCallion
Director, Executive Vice President
& Chief Financial Officer
(Principal Accounting Officer)
Date: March 17, 2003
By: /S/ LESLIE J. GELBER
--------------------
Leslie J. Gelber
Director, President and
Chief Operating Officer
Date: March 17, 2003
By: /S/ JAMES D. BISHOP, JR.
------------------------
James D. Bishop, Jr.
Director, Vice Chairman
Date: March 17, 2003
By: /S/ MARK A. FERRUCCI
--------------------
Mark A. Ferrucci
Director
Date: March 17, 2003